Northrop Grumman (NOC) 10-K risk factor changes: FY2025 vs FY2024

We encourage you to consider carefully the risk factors described below in evaluating the information contained in this [removed: report] [added: report,] as the outcome of one or more of these risks could have a material adverse effect on our financial position, results of operations and/or cash flows.

- [removed: We] [added: We] depend heavily on a single customer, the U.S. government, for a substantial portion of our business.

Changes in this customer’s strategies, [removed: priorities] [added: priorities, preferences] and spending could have a material adverse effect on our financial position, results of operations and/or cash flows.

Our primary customer is the U.S. government, from which we derived [removed: 87] [added: 84] percent of our sales in [removed: 2024; we have a number of large programs with the U.S. Department of the Air Force, in particular.][added: 2025.]

The U.S. government has the ability to delay, modify or cancel ongoing competitions, procurements and programs, [removed: as well as to] [added: and] change its [removed: future] acquisition [removed: strategy.][added: strategies.]

[removed: We cannot predict the impact on existing, follow-on, replacement or future programs from potential] [added: Potential] changes in the threat and global security [removed: environment,] [added: environment;] defense spending [removed: levels,] [added: levels;] government and budgetary [removed: priorities,] [added: priorities;] political [removed: leadership,] [added: leadership;] procurement [added: laws,] practices and [removed: strategy,] [added: strategy;] inflation and other macroeconomic [removed: trends,] [added: trends;] military [removed: strategy;] [added: strategy, including changes in DoW priorities, preferences] or [added: regulations; or] broader changes in social, economic, security or political demands and [removed: priorities.][added: priorities could adversely affect existing, follow-on, replacement or future programs.]

The U.S. government has the ability to terminate contracts, in whole or in part, for its convenience or for default [removed: based on performance.][added: of contract terms.]

In the event of termination for convenience, contractors are generally protected by provisions covering reimbursement for costs incurred and profit on those costs up to the amount authorized under the contract, [added: but not the anticipated profit that would have been earned.]

However, to the extent insufficient funds have been appropriated by the U.S. [removed: government to cover such costs,] [added: government,] the U.S. government may assert that it is not required to provide additional funding for such costs.

In the event of termination due to default, contractors may be required to pay [added: damages, including paying] for re-procurement costs in excess of the original contract price, net of the value of work accepted from the original [removed: contract, as well as other damages.][added: contract.]

[removed: Where] [added: Additionally, if] program [removed: cost estimates] [added: costs] exceed certain thresholds, [added: or if programs are behind schedule,] our [added: U.S. government] customer has been, and may in the future be, required to provide congressional notification of significant or critical cost increases [removed: (or breaches)] [added: or noncompliance with contractual cost or schedule provisions] under the Nunn-McCurdy Act, which, in some circumstances, could result in program restructure or termination.

The U.S. government has [removed: invoked] [added: stopped work in the past] and could [removed: invoke this ability] [added: stop work] across a limited or broad number of contracts.

In the event of a stop work order, contractors are typically protected by provisions covering reimbursement for costs incurred to [added: the] date [added: of the order] and for costs associated with the temporary stoppage of work plus a reasonable fee.

However, such temporary stoppages often introduce inefficiencies and result in financial and other damages for which contractors may not be able to [removed: negotiate] [added: obtain] full recovery.

- [removed: Significant] [added: Significant] delays or reductions in appropriations for our programs or U.S. government funding more broadly, including a prolonged continuing resolution, government shutdown or breach of the debt ceiling, and future budget and program decisions can negatively impact our business and programs and could have a material adverse effect on our financial position, results of operations and/or cash flows.

Programs are often partially funded initially, with additional funds committed [removed: only] [added: incrementally over time] as Congress makes further appropriations.

In addition, [removed: pressures on, as well as laws and plans relating to the federal budget, potential] [added: certain] changes in priorities and defense spending, the timing and substance of the appropriations process, use of continuing resolutions [removed: (with] [added: (which may carry] restrictions, [removed: e.g.,] [added: including] on new [removed: contract] [added: contracts] and program starts) and the federal debt limit (including a breach of the federal debt ceiling), have adversely affected and could [added: in the future] adversely affect the amount and timing of funding for individual programs and delay purchasing or payments by our customers.

In the event government funding for our significant programs is reduced, delayed or unavailable, [removed: or orders are reduced,] our contracts or subcontracts, or competitions for such [removed: programs] [added: programs,] have at times been, and in the future may be, terminated or [removed: changed.][added: changed, including a reduction in orders.]

The U.S. continues to face a changing geopolitical environment, along with substantial fiscal, [removed: economic] [added: economic, political] and security challenges, which affect funding and budgetary priorities.

The budget and macroeconomic environment, global security environment, political instability, and uncertainty surrounding the appropriations processes and the debt ceiling, remain significant short and long-term [removed: risks.][added: risks for our business.]

[removed: We also may face a] [added: A] prolonged government shutdown [removed: that] could lead to program cancellations, disruptions and/or stop work orders and could limit the U.S. government’s ability to progress programs and make timely payments.

[removed: A prolonged] [added: Such a] shutdown could [added: also] limit our ability to perform on our contracts [removed: and] [added: and/or] successfully compete [removed: for] [added: for, be awarded and/or begin] new work.

If the statutory debt limit is [added: reached and] not increased adequately, we could be obligated to work without receiving timely payments, and a prolonged breach could have far-reaching adverse consequences.

- [removed: We] [added: We] use estimates when accounting for contracts.

Given the size and nature of our [removed: many] contracts, estimating total revenues and costs at completion is complex and subject to many variables.

When there is sufficient information to assess expected future performance, we consider [removed: performance related] [added: performance-related] incentives, awards and [removed: penalties] [added: penalties, as well as the expected performance of our suppliers and the availability and cost of labor, materials and components] in estimating [added: contract] revenue and [removed: profit rates.][added: profitability.]

There are many reasons estimated contract costs can increase, including inflation, labor challenges, supply chain challenges, [removed: and] [added: shortages of raw materials,] market and exchange rate [removed: volatility;] [added: volatility,] delays or limitations in customer [removed: funding;] [added: funding,] design or other development [removed: challenges;] [added: challenges,] production challenges (including from technical or quality issues and other performance [removed: concerns);] [added: concerns),] inability to realize learning curves or [removed: other] [added: expected] cost [removed: savings;] [added: savings,] changes in laws or [removed: regulations;] [added: regulations,] actions necessary for long-term customer [removed: satisfaction;] [added: satisfaction,] and natural disasters or [added: other] environmental matters.

We aim to mitigate this risk through contract terms, and we have submitted and may submit requests for equitable adjustment (REAs), engineering change proposals [added: (ECPs)] or other [added: requests or] claims to seek recovery in whole or in part for our increased costs.

Fixed-price contracts [removed: inherently] tend to have more financial risk than cost-type contracts, including as a result of inflationary pressures, labor rates and shortages, challenges in estimating contract revenues and [removed: costs] [added: costs,] and supplier challenges.

In [removed: 2024,] [added: 2025,] approximately half of our sales were derived from fixed-price contracts.

We have [removed: more often] entered into fixed-price contracts [removed: where] [added: more often when] costs can be more reasonably estimated based on actual experience, such as for mature production programs.

For example, [removed: such] [added: fixed-price] contracts [removed: can create] [added: for such programs have increased] performance and financial [removed: risks, whether] [added: risks] due to [removed: the estimates] [added: a number] of [added: factors, including the following challenges: estimating] costs required to complete such [removed: contracts being] [added: contracts, which are] subject to [removed: potentially] significant [removed: variability or because of the challenge of] [added: variability, particularly with respect to development programs,] starting and stabilizing manufacturing production and test lines while concurrently validating final [removed: design] [added: design,] and managing changes in requirements or capabilities requested by the customer.

If we do not achieve our estimates or meet terms in our contracts, our profitability has at times [removed: been] [added: been,] and may [removed: be] [added: be,] reduced, and we have incurred and may incur losses.

Uncertainties in final contract terms, quantity and [removed: pricing,] [added: pricing] or loss of negotiating leverage associated with long delays [added: in finalizing contract terms] could negatively affect our [removed: profitability.][added: profitability on those contracts.]

In these cases, [removed: the] financial risks [removed: are typically in recognizing profit, which ultimately may not be earned,] [added: include profit recognition] or program [removed: cancellation] [added: cancellation, including] if cost, schedule, or technical performance issues arise.

[added: We also face] additional financial risk when solicitations require us to bid on cost-type development work and fixed-price production lots and/or options in one submission, where we must estimate the cost of production before a product has been developed and tested, or cost-type development work requiring us to provide certain items at our expense or with little or no fee.

[removed: Macroeconomic challenges] [added: Changes in macroeconomic conditions] increase these risks.

Because of the significance of management’s judgments and [removed: the] estimation processes, and the difficulties inherent in estimating future costs, particularly in a challenging [added: and dynamic] macroeconomic environment, it is possible that [removed: we] [added: our results] could [removed: see] [added: differ] materially [removed: different results.][added: from our estimates.]

Changes in underlying assumptions, circumstances or estimates, and the failure to recover on [removed: requests for equitable adjustments, engineering change proposals] [added: REAs, ECPs] or other claims could have a material adverse effect on the profitability of one or more of our [removed: contracts and on our overall financial position, results of operations and/or cash flows.][added: contracts.]

- [removed: Competition] [added: Competitive dynamics] within our markets [removed: and bid protests, or other attempts to interfere with our ability to obtain and retain awards,] may affect our ability to win new contracts and result in reduced revenues, which could have a material adverse effect on our financial position, results of operations and/or cash flows.

Certain of the risk factors described below include references to past events as examples.

You should not view those examples, or the absence of other examples, as a representation as to whether or not the events, factors or contingencies described in our risk factors have or have not occurred.

Instead, the disclosures in this section reflect our beliefs and opinions as to the factors, events or contingencies that could materially and adversely affect us in the future.

We have a number of large programs with the DoW, in particular.

Such impacts could include contract cancellations, modifications, disruptions and/or stop work orders, any of which could have a material adverse effect on our financial position, results of operations and/or cash flows.

Certain of our programs have been, and in the future, one or more of our programs could be, subject to notification under the Nunn-McCurdy Act, and if we are unable to achieve certification for continuance, or if the cost of such efforts exceeds our expectations, it could have a material adverse effect on such program and/or our reputation, financial position, results of operations and/or cash flows.

The U.S. government can also introduce new contract terms that could impact and/or restrict our capital deployment strategy under certain circumstances related to contractor underperformance, noncompliance, insufficient prioritization of a particular contract, insufficient investment or insufficient production speed.

If our contracts with the U.S. government include such terms and we are determined to have triggered any of the foregoing circumstances, we may be prohibited from engaging in share repurchases or dividends for a period of time.

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We also have faced, and may in the future face, a prolonged government shutdown.

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Our risk varies by contract type.

The U.S. government’s continued emphasis on reforming its acquisition processes, including procuring commercial products and services and utilizing non-Federal Acquisition Regulation-based procurement methods, such as Other Transaction Authority (OTA) agreements and other contract types, has facilitated, and may continue to facilitate, participation by new and emerging market entrants, which has increased and may in the future further increase competition for the programs we pursue, which could result in reduced contract opportunities, increased pricing pressure, and/or demands to accept less favorable terms.

In certain circumstances, these alternative contracting models may place increased risk on the contractor, such as the potential for greater assumption of development costs or for limited reimbursement recourse in certain situations.

Our customers are increasingly working with commercial contractors as well as newer entrants and startups in the defense industry for some products and services.

Such contractors may have lower cost, more agile operating structures and access to capital and talent, a greater ability to leverage changes in the customer’s acquisition

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strategies (e.g., multiple awardees, short lifecycles) or be more inclined to take on increased risk.

Such assistance may increase the competitiveness of such companies in certain opportunities.

Certain foreign companies may also be subject to fewer restrictions on technology transfer.

We work proactively to mitigate the challenges caused by the macroeconomic environment, including, in some cases, hedging foreign exchange, interest rate and commodity price risk, and seeking the inclusion of economic price adjustment clauses or seeking to recover on REAs, ECPs or other claims, but the impacts of these challenges are uncertain and our efforts to mitigate them may not be successful.

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adequate funding for our programs or obtain adequate supplies or insurance in the future.

Such risks may increase as a result of new regulations or executive orders (such as the recent executive order applicable to government defense contractors, which seeks, among other things, to address underperformance and insufficient prioritization of government contracts, insufficient investment in production and production speed, as well as limit share repurchases and dividends by government defense contractors), different interpretations in how government agencies construe existing requirements, or government agencies taking positions that represent changes from historical practices.

In addition, changes in priorities and government actions with respect to defense contracting have led to increased uncertainty regarding such risks, including as a result of uncertainty regarding the impact and implementation of recent executive orders.

As a result of such actions, we may be subject to increased scrutiny, identified for enforcement action, and/or required to engage in remediation efforts, any or all of which could damage our reputation, increase our costs (including compliance costs) and risks, create operational challenges, and/or adversely affect our competitiveness.

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New and evolving laws, regulations and rulemakings in different jurisdictions (inside and outside the United States) may impose different and at times more or less restrictive environmental requirements on our operations.

These events could damage our and our suppliers’ facilities, products, and other assets, and cause disruptions to our business operations and supply chain as well as the operations of our customers, and require an increase in expenditures to improve climate resiliency.

Additionally, we may be the subject of criticism or other actions by government officials, private groups or influential individuals who disagree with our actions with respect to sustainability and/or environmental matters.

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Business and Operational Risks

Further, artificial intelligence techniques to automate and enhance cyber attacks pose an evolving and increased level of risk to our information systems.

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The disruption of one or more of these factors could have a material adverse effect on our financial position, results of operations and/or cash flows.

Supply chain challenges, including risk of delays and disruptions continue to be heightened globally.

Because the identification and qualification of new or additional suppliers for

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certain products and services can take an extended period of time and can result in additional cost, supplier disruptions can have an adverse impact on our business.

This risk is increased for products and services that are single or sole source.

but not the anticipated profit that would have been earned.

For example, in January 2024 the customer provided congressional notification that the Sentinel program (formerly called the Ground Based Strategic Deterrent program) was under a Nunn-McCurdy breach review, which was completed in July 2024, resulting in the certification for continuance of the program.

If annual appropriations bills are not timely enacted, the U.S. government may continue to operate under a continuing resolution (potentially of extended duration), restricting new contract or program starts, presenting resource allocation challenges and placing limitations on budgets.

If the macroeconomic environment deteriorates, including due to rising inflation or other causes, we could experience labor and supply chain challenges and increased costs and existing or anticipated appropriated and contracted funds may not be sufficient to cover costs incurred on existing or future programs.

Future funding for certain programs in which we participate may be reduced, delayed or cancelled.

Budget cuts globally could adversely affect the viability of our subcontractors and suppliers.

While we believe that our business is well-positioned in areas for future defense spending, changing priorities, budget pressures, defense spending cuts, challenges in the appropriations process, the possibility of a long-term continuing resolution (or series of continuing resolutions) and breach of the debt ceiling, ongoing fiscal debates and the global economic and security environment increase uncertainties and risk.

Suppliers’ expected performance, and the availability and costs of labor, materials and components, are also considered.

Our risk varies with the type of contract.

In addition, our contracts contain provisions relating to cost controls and audit rights.

Certain of our fixed-price contracts include or may include fixed-price development work.

This work is inherently more uncertain, and, as a result, there is typically more variability in estimates of the costs to complete the development stage.

As work progresses into production, the risks associated with estimating total costs are typically reduced as compared to fixed-price development work.

While management uses its best judgment to estimate costs associated with fixed-price contracts, future events can result in significant adjustments.

We also face

For some products and services, some customers, including the DoD, are turning to commercial contractors, newer entrants to markets and non-traditional defense contractors, which may have lower cost or more agile operating structures and the ability to leverage changes in customer acquisition strategies (e.g., multiple awardees, short lifecycles).

We are also subject to risks associated with our ability to challenge Other Transaction Authority (OTA) agreements, which the U.S. government can award for certain research, prototype and production projects.

We continue to work proactively to mitigate the challenges caused by the macroeconomic environment, including, in some cases, seeking the inclusion of economic price adjustment clauses or seeking to recover on requests for equitable adjustments, engineering change proposals or other claims.

They have been and are evolving at a significant pace.

Changes in procurement practices, including those favoring

incentive-based fee arrangements; fixed price development or long-term production programs; different award criteria; and non-traditional contract provisions have affected and may in the future affect our profitability and predictability.

We (including our subcontractors and others with whom we do business) also are subject to, and expected to perform in compliance with, a vast array of federal, state and local laws, regulations, contract terms and requirements related to our industry, our products and the businesses we operate, as well as those more broadly applicable to industry, such as securities laws and regulations.

These requirements, whether specific to our industry or broadly applicable, can limit our ability to achieve our goals.

New and evolving laws, regulations and rule makings globally impose different and at times more restrictive standards and require greater disclosures.

For example, certain jurisdictions, including the State of California and the European Union, have enacted legislation which requires or would require more stringent greenhouse gas emissions and climate risk reporting.

In addition, our customers’ requirements, priorities and ways of doing business with respect to environmental matters, and climate change specifically, also may have an impact on our business, operations and financial success.

Increased worldwide focus on climate change has

led to legislative and regulatory efforts to combat both potential causes and adverse impacts of climate change, including regulation of greenhouse gas emissions.

New or more stringent laws and regulations related to greenhouse gas emissions and other climate change related concerns have affected and will likely continue to affect us, our suppliers and our customers.

The company has set a goal to achieve net zero greenhouse gas emissions in our operations by 2035 and is committed to working to achieve its climate change and other sustainability goals.

We are working to identify opportunities to utilize alternatives to fossil-based energy sources, to decrease our greenhouse gas emissions, to reduce our consumption of water and generation of waste, and to ensure our compliance with environmental regulations where we operate, enhancing our record of environmental sustainability.

Cyber threats, both on premises and in the cloud, are complex, continuous and evolving and include, but are not limited to: malicious software, destructive malware, ransomware, targeting by more advanced and persistent

Further, the sophistication, availability and use of artificial intelligence by threat actors present an increased level of risk.

This risk of delays and disruptions in the supply chain, and supply chain challenges more broadly, has been and continues to be heightened globally due to the current macroeconomic environment.

For example, we require assured access to certain microelectronics.

We and our suppliers are also facing increased legal requirements globally.

We may be held responsible not only for our compliance, but that of our suppliers.

Our procurement practices are intended to reduce the risk we procure counterfeit, unauthorized or otherwise non-compliant parts or materials.

We rely on our suppliers also to comply with applicable laws, customer requirements and contract terms, to ensure the quality of their components and effectively to mitigate the risk of cyber and security threats or other disruptions to their performance.

Our international business is generally subject to both U.S. and foreign laws, regulations and practices.

Management's Discussion and Analysis of Financial Condition and Results of Operations” (MD&A) of our Form 10-K for the year ended December 31, [removed: 2023 (“2023] [added: 2024 (“2024] Annual Report on Form 10-K”).

To the extent the [removed: July] [added: January] 1, [removed: 2024 SDS] [added: 2025 SSAS] realignment impacted the disclosures in the [removed: 2023] [added: 2024] Annual Report on Form 10-K, we recast those prior year [removed: MD&A] disclosures herein.

The [removed: conflicts] [added: ongoing conflict] in [removed: Ukraine and the Middle East] [added: Ukraine, recent events in Venezuela] and threats elsewhere, particularly in the [added: Middle East and the Western] Pacific region, have increased global tensions and instability and highlighted security requirements globally, including in Europe, the Middle [removed: East and] [added: East,] the Pacific [removed: region,] [added: region and Latin America,] as well as the U.S. These conflicts have resulted in and may continue to result in increased demand for defense products and services from allies and partner nations, particularly in those [removed: areas.][added: regions.]

For example, we [removed: have] experienced an increase in demand for certain of our products and services directly and indirectly related to the conflict in Ukraine.

We continue to monitor developments in these regions, but have not experienced, and do not anticipate experiencing, significant adverse financial impacts directly from [removed: the conflicts in Ukraine or the Middle East.][added: these conflicts.]

We believe the current global security [removed: environment highlights the] [added: environment, characterized by] significant national security threats to the U.S. and its allies, [removed: and] [added: continues to highlight] the need for strong deterrence and robust defense capabilities, and [added: we] are actively evaluating both opportunities and risks associated with this environment.

We believe our capabilities, particularly in space, C4ISR, [added: air and] missile defense, battle management, advanced weapons, strategic deterrence, [removed: and] survivable aircraft and mission systems should help our customers in the U.S. and globally defend against current and future threats and, as a result, continue to [removed: allow] [added: position us] for long-term profitable business growth.

Over the past several years, the global economic environment has experienced [removed: extraordinary] challenges, including inflationary pressures; widespread delays and disruptions in supply chains; business slowdowns or shutdowns; workforce challenges and labor shortfalls; and market volatility.

These macroeconomic factors [added: can and] have contributed, and [removed: in the future] could [added: continue to] contribute, to increased costs, delays, disruptions and other performance challenges, as well as increased competing demands for limited resources to address such increased costs and other challenges, for our company, our suppliers and partners, and our customers.

We continue to work to address challenges [added: to our business] caused by the macroeconomic [removed: environment on our business.][added: environment.]

We have seen [removed: positive] progress in the supply chain as on-time deliveries and quality [removed: have improved.][added: continue to improve.]

In remaining areas of pressure, we are proactively working with our suppliers to [removed: ensure we] [added: help] meet our contract commitments.

[removed: In addition, an overall increase in interest rates in recent years has raised the cost of borrowing for governments, and if] [added: If] rates [removed: further increase,] [added: increase or remain elevated,] it could impact government spending priorities (in the U.S. and allied countries, in particular), including [removed: their] [added: the] demand for defense products.

Economic tensions and changes in international trade policies, [removed: including] [added: including, for example, the widespread tariffs announced since last year by the U.S. on its major trading partners,] higher tariffs on imported goods and [removed: materials, the imposition of] [added: materials and actions taken in response (such as] retaliatory tariffs or other trade [removed: protection] [added: protectionist] measures [removed: and] [added: or the] renegotiation of free trade [removed: agreements,] [added: agreements),] could also further impact the global market for defense products, services and solutions.

Current and future requirements related to the [removed: conflicts] [added: conflict] in Ukraine and [added: threats in] the Middle East, [removed: threats in] the [added: Western] Pacific [removed: region] and [added: Latin America and] other security priorities, as well as the macroeconomic environment, the national debt, and other domestic priorities, among other things, in the U.S. and globally, will continue to impact our customers’ budgets, spending and priorities, and our industry.

The U.S. political environment may also impact defense budgets and priorities, issues related to the national debt, and [added: government spending more broadly.]

We anticipate that issues related to budgetary [removed: priorities and] [added: priorities,] defense spending [removed: levels, the debt ceiling,] [added: levels] and the [removed: spending caps imposed by the Fiscal Responsibility Act of 2023 (FRA), particularly with respect to discretionary spending,] [added: debt ceiling] will continue to be [removed: a subject] [added: subjects] of considerable debate, with a potentially significant impact on our programs and the company.

Annual appropriations to fund the federal government for FY [removed: 2025] [added: 2026] have not yet been enacted.

It remains uncertain when the government will approve FY [removed: 2025 appropriations,] [added: 2026 appropriations] and [removed: the] [added: what] levels of funding [removed: FY 2025] [added: the] appropriations will provide.

Government operations under an extended CR [added: or a government shutdown] could have [removed: potential] [added: adverse] impacts on our programs and new starts, in [removed: particular.][added: particular, and the U.S. Government’s ability to make timely payments.]

During the fourth quarter of [removed: 2024,] [added: 2025,] we again reviewed our estimated profitability on the [added: LRIP phase of the] program and made no significant changes to the previously recognized loss.

The company’s [removed: 2024] [added: 2025] results reflect our current best estimate of [removed: our] cost to complete the LRIP and NTE aircraft, as well as the outcome of ongoing discussions with our [removed: suppliers and our customer.][added: suppliers.]

If our estimated cost to complete the aircraft [removed: changes] [added: changes, if we reach an agreement with the customer regarding an accelerated production rate,] or [added: if] our assumptions regarding contract performance, quantities, supplier negotiations, or funding to mitigate the impact of macroeconomic disruptions are resolved more or less favorably than what we have estimated, our financial position, results of operations and/or cash flows could be materially affected.

In July 2024, the Sentinel program was certified for continuation by the [removed: DoD] [added: DoW] upon completion of the Nunn-McCurdy breach review.

In connection with the certification, the [removed: DoD] [added: DoW] directed that the program be restructured, including plans for infrastructure related to the command and launch segment, which was the main driver of the increased cost estimates for the Production and Deployment phases.

During the fourth quarter of [removed: 2024,] [added: 2025,] we reviewed our estimated profitability on the Sentinel program and made no significant changes.

[removed: The Sentinel EAC incorporates] [added: If] our [removed: best estimate of costs] [added: estimated cost] to complete the restructured EMD [removed: effort; however, if the outcome is] [added: effort or our expectations for achieving contract incentives are] more or less favorable than what we have estimated, our financial position, results of operations and/or cash flows could be materially affected.

[removed: Contract mix generally refers to changes in the ratio] of contract type and/or life cycle (e.g., cost-type, fixed-price, development, production, and/or sustainment).

For purposes of the operating results discussion below, we assess our performance using certain financial measures that are not calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP” or [removed: “FAS”).][added: “FAS”), as follows:]

[added: -] Mark-to-market adjusted net earnings (MTM-adjusted net earnings) and MTM-adjusted earnings per share (MTM-adjusted EPS) exclude MTM pension and OPB [removed: benefit/(expense)] [added: benefit (expense)] and related tax impacts, which are generally only recognized during the fourth quarter.

| *$ in millions, except per share amounts* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Sales | | | $ | [removed: 41,033] [added: 41,954] | | | | | $ | [removed: 39,290] [added: 41,033] | | | | | $ | [removed: 36,602] [added: 39,290] | | | | | [removed: 4] [added: 2] | | % | | | | [removed: 7] [added: 4] | | % |

| Operating costs and expenses | | | [removed: 36,663] [added: 37,674] | | | | | | [removed: 36,753] [added: 36,663] | | | | | | [removed: 33,001] [added: 36,753] | | | | | | [removed: —] [added: 3] | | % | | | | [removed: 11] [added: —] | | % |

| *Operating costs and expenses as a % of sales* | | | [removed: 89.4] [added: 89.8] | | % | | | | [removed: *93.5*] [added: *89.4*] | | *%* | | | | [removed: *90.2*] [added: *93.5*] | | *%* | | | | | | | | | | | | |

| Operating income | | | [removed: 4,370] [added: 4,511] | | | | | | [removed: 2,537] [added: 4,370] | | | | | | [removed: 3,601] [added: 2,537] | | | | | | [removed: 72] [added: 3] | | % | | | | [removed: (30)] [added: 72] | | % |

| *Operating margin rate* | | | [removed: 10.6] [added: 10.8] | | % | | | | [removed: *6.5*] [added: *10.6*] | | *%* | | | | [removed: *9.8*] [added: *6.5*] | | *%* | | | | | | | | | | | | |

| Mark-to-market pension and OPB benefit (expense) | | | [removed: 443] [added: 527] | | | | | | [removed: (422)] [added: 443] | | | | | | [removed: 1,232] [added: (422)] | | | | | | [removed: NM] [added: 19] | | [added: %] | | | | NM | | |

| Federal and foreign income tax expense | | | [removed: 842] [added: 886] | | | | | | [removed: 290] [added: 842] | | | | | | [removed: 940] [added: 290] | | | | | | [removed: 190] [added: 5] | | % | | | | [removed: (69)] [added: 190] | | % |

| *Effective income tax rate* | | | [removed: 16.8] [added: 17.5] | | % | | | | [removed: *12.4*] [added: *16.8*] | | *%* | | | | [removed: *16.1*] [added: *12.4*] | | *%* | | | | | | | | | | | | |

| Net earnings | | | [removed: 4,174] [added: 4,182] | | | | | | [removed: 2,056] [added: 4,174] | | | | | | [removed: 4,896] [added: 2,056] | | | | | | [removed: 103] [added: —] | | % | | | | [removed: (58)] [added: 103] | | % |

Divestiture of Training Services Business

On May 24, 2025 (the “Divestiture date”), the company completed its previously announced sale of substantially all

of the Immersive Mission Solutions (IMS) operating unit of Defense Systems (the “training services” business or

“divestiture”) for $333 million in cash and recorded a pre-tax gain on sale of $231 million.

IMS is a provider of mission training and satellite ground network communications software for U.S. government customers.

Operating results include sales and operating income for the training services business prior to the Divestiture date.

In addition, although interest rates have declined over the past year, they remain elevated compared to recent years and have raised the cost of borrowing for governments.

The full impact of these governmental actions on macroeconomic conditions and on our business is uncertain, difficult to predict and depends on a number of factors, including the extent and duration of tariffs, any

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reversal or temporary suspension of announced tariffs, the availability of exemptions, changes in the amount and scope of tariffs, the imposition of new tariffs and other measures that target countries may take in response to U.S. trade policies, and possible resulting general inflationary pressures in the global economy.

We are continuing to monitor the impact on our business, suppliers and customers, but do not believe that the tariffs in effect at this time will have a material adverse effect on our business.

On July 4, 2025, the FY 2025 reconciliation bill titled the One Big Beautiful Bill Act (the “OBBBA”) was enacted.

The OBBBA allocates approximately $150 billion in funds for defense spending, including funding for air and missile defense, munitions, strategic deterrence, shipbuilding and supply chains and other military capabilities, and the appropriated funds will remain available to be obligated until September 30, 2029 and expended through FY 2034.

The OBBBA is expected to result in increased investments by the DoW in defense modernization projects and Pacific region deterrence, among other programs.

See Note 6 to the financial statements for additional information on key income tax provisions of the OBBBA.

On October 1, 2025, the U.S. Government entered a shutdown, which ended on November 12, 2025.

The federal government is currently operating under a continuing resolution (“CR”) that extends funding for most agencies (including DoW) until January 30, 2026.

The Presidential Administration (the “Administration”) has issued numerous executive orders, including orders to undertake a comprehensive overhaul of the Federal Acquisition Regulation, to reform the DoW defense acquisition process and, more recently, to address underperformance and insufficient prioritization of government contracts, insufficient investment in production and production speed and incentive compensation metrics applicable to defense contractors.

See “Risk factors” for further discussion regarding risks associated with executive orders and regulatory changes.

Some of the Administration’s executive orders are subject to ongoing court challenges.

Implementation of certain of these executive orders could adversely affect our business or create a more challenging or costly regulatory, operating and economic environment.

In light of the ongoing conflicts and heightened global instability as well as political tensions and related legal challenges, we expect continued uncertainty in the global security, U.S. political, budget and regulatory environment.

Initiatives to reduce governmental spending, federal budget and debt ceiling action, and further changes in U.S. government policy positions, including trade and foreign policy, tax policy and DoW policies or priorities, could materially impact defense spending broadly and the company’s programs in particular.

We are in discussions with the U.S. Air Force regarding the potential for an accelerated production rate on the program.

While the ultimate outcome of these discussions remains uncertain, we currently expect any agreement to accelerate production rate would require future investment by the

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company to expand production capacity along with the opportunity to earn improved returns on the LRIP and NTE phases of the program.

During the first quarter of 2025, we recognized an additional $477 million loss across the five LRIP options.

During the second quarter of 2025, we partnered with the U.S. Air Force in defining the preliminary execution framework necessary for successful restructure of the program.

The program restructure will include a revision to the acquisition strategy, joint establishment of a new program baseline, and other critical preparation activities necessary to re-accomplish Milestone B approval.

Based on this preliminary execution framework, we updated our estimated profitability on the program and recognized a $76 million favorable estimate-at-completion (EAC) adjustment during the second quarter of 2025 largely related to our expectations for achieving certain contract incentives.

Contract mix generally refers to changes in the ratio

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Contract mix can also refer to differences in the profitability of the programs that drive changes in sales (e.g., sales growth or decreases on programs with accretive or dilutive margin rates).

Non-GAAP Financial Measures

- Organic sales is defined as total sales excluding sales attributable to the company's former training services business.

This measure may be useful to investors and other users of our financial statements as a supplemental measure in evaluating the company’s underlying sales growth as well as in understanding our ongoing business and future sales trends by presenting the company’s sales adjusted for the impact of the divestiture.

Financial Highlights

| Gain on sale of business | | | 231 | | | | | | — | | | | | | — | | | | | | NM | | | | | | — | | % |

Although certain pockets of our business were adversely affected by the broader macroeconomic environment during the fourth quarter of 2024, the overall financial impact on our company has continued to subside.

government spending more broadly.

Congress continues to pass short-term continuing resolutions (CR) to fund the federal government.

The most recent CR passed in December 2024 extends current funding levels until March 14, 2025.

The political environment, federal budget, debt ceiling and regulatory environment, including potential tax reform, are expected to continue to be the subject of considerable debate, especially in light of the ongoing conflicts and heightened global tensions, the macroeconomic environment and political tensions.

The results of those debates could have material impacts on defense spending broadly and the company’s programs in particular.

We are partnering with our customer to establish a new program baseline as part of the restructuring activities.

2024 sales reflect continued strong demand for our products and services.

2024 operating income increased $1.8 billion, or 72 percent, primarily due to higher operating income at Aeronautics Systems, largely driven by the prior year $1.56 billion charge on the B-21 program, as well as higher operating income at Space Systems and Defense Systems.

2024 operating income also increased due to a $122 million increase in the FAS/CAS operating adjustment, partially offset by $73 million of higher unallocated corporate expense, largely due to a $127 million increase in deferred state taxes related to the MTM benefit (expense) and prior year B-21 charge and $25 million of lower intangible amortization and PP&E step-up depreciation.

2024 G&A costs as a percentage of sales decreased to 9.7 percent from 10.2 percent primarily due to higher sales.

The 2024 effective tax rate (ETR) increased to 16.8 percent from 12.4 percent in 2023 primarily due to the impact of the prior year B-21 charge and the MTM adjustment on our ETR.

The 2024 ETR also reflects a net reduction in tax reserves largely due to a recent federal court decision, partially offset by higher interest expense on unrecognized tax benefits.

2024 net earnings increased $2.1 billion, or 103 percent, primarily due to $1.8 billion of higher operating income, an $865 million increase in our MTM benefit (expense), and a $126 million increase in the non-operating FAS pension benefit.

recognized in the prior year upon the sale of our minority investment in an Australian business, and $76 million of higher interest expense on our long-term debt.

Effective July 1, 2024, the company realigned the Strategic Deterrent Systems (SDS) division, which includes the Ground-Based Strategic Deterrent (“Sentinel”) program, from Space Systems to Defense Systems.

This realignment is not reflected in the financial information contained in this report; it will be reflected in the company’s operating results beginning in the first quarter of 2025.

2024 segment operating income increased $1.8 billion, or 65 percent, primarily due to higher operating income at Aeronautics Systems, largely driven by the prior year $1.56 billion charge on the B-21 program, as well as higher operating income at Space Systems and Defense Systems.

The increase in 2024 unallocated corporate expense is primarily due to a $127 million increase in deferred state taxes associated with the prior year B-21 charge and the MTM adjustment, partially offset by lower intangible asset amortization and PP&E step-up depreciation and a loss recognized in the prior year in connection with the divestiture of a small international subsidiary.

| Aeronautics Systems | | | $ | 151 | | | | | $ | (44) | | | | | $ | 174 | |

| Sales | | | $ | 12,030 | | | | | $ | 10,786 | | | | | $ | 10,531 | | | | | 12 | | % | | | | 2 | | % |

| Operating income (loss) | | | 1,182 | | | | | | (473) | | | | | | 1,116 | | | | | | NM | | | | | | NM | | |

| *Operating margin rate* | | | 9.8 | | % | | | | *(4.4)* | | *%* | | | | *10.6* | | *%* | | | | | | | | | | | | |

2024 sales increased $1.2 billion, or 12 percent, primarily due to the continuing transition to production on B-21 driving higher restricted volume, a $448 million increase in F-35 production and sustainment volume due, in part, to the timing of materials, a $134 million increase in Triton LRIP production volume, a $134 million increase in E-2 fleet sustainment and modernization work, and higher volume on Global Hawk sustainment activities.

2024 operating income increased $1.7 billion primarily due to the prior year $1.56 billion charge on the B-21 program as well as higher sales.

Operating margin rate increased to 9.8 percent principally due to the prior year B-21 charge.

| Sales | | | $ | 8,560 | | | | | $ | 8,289 | | | | | $ | 7,629 | | | | | 3 | | % | | | | 9 | | % |

| Operating income | | | 866 | | | | | | 829 | | | | | | 781 | | | | | | 4 | | % | | | | 6 | | % |

These increases were partially offset by a $262 million decrease due to the completion of an international training program and lower volume on the Special Electronic Mission Aircraft (SEMA) program as it nears completion.

2023 sales increased $660 million, or 9 percent, primarily due to a $426 million increase driven by Sentinel ramp-up, as well as higher volume on ammunition programs, GMLRS, an international training program, Hypersonic Attack Cruise Missile (HACM), and SiAW.

Operating margin rate was comparable to the prior period.

Operating margin rate decreased to 10.0 percent from 10.2 percent, primarily due to lower net EAC adjustments.

2024 sales increased $504 million, or 5 percent, primarily due to higher volume on restricted advanced microelectronics and technology programs, increased marine systems sales due, in part, to the timing of materials, and higher Ground/Air Task Oriented Radar (G/ATOR) volume due to continued ramp-up on full-rate production (FRP) awards.

These increases were partially offset by lower sales on restricted airborne radar programs and the Scalable Agile Beam Radar (SABR) program.

2024 operating income decreased $11 million, or 1 percent, due to a lower operating margin rate, partially offset by higher sales.

Operating margin rate decreased to 14.0 percent from 14.8 percent primarily due to lower net EAC adjustments on certain airborne radar production programs due, in part, to production inefficiencies that have driven higher labor costs, as well as changes in contract mix toward more cost-type content.

These decreases were partially offset by sales growth on higher margin advanced microelectronics programs.

This reduction was partially offset by a $302 million increase on Space Development Agency (SDA) satellite programs and a $130 million increase on the Habitation and Logistics Outpost (HALO) program.

2023 sales increased $1.3 billion, or 12 percent, primarily due to higher volume on restricted programs and ramp-up on development programs, including $333 million on the Next-Gen Polar program, $219 million on the NGI program, $119 million on the SDA Tranche 1 Tracking Layer program and $102 million on the SDA Tranche 2 Transport Layer program.

These increases were partially offset by a $172 million decrease for CRS missions and a $109 million decrease on the HALO program.

We have been and continue to be exposed to market risk with respect to our portfolio of marketable securities with a fair value of [added: $483 million and] $347 million at December 31, [removed: 2024.][added: 2025 and 2024, respectively.]

We are exposed to interest rate risk on variable-rate short-term credit facilities for which there were no borrowings outstanding at December 31, [added: 2025 and] 2024.

At December 31, [added: 2025 and] 2024, we [removed: have $16.3 billion of] [added: had] long-term [removed: debt,] [added: debt of $15.7 billion and $16.3 billion, respectively,] primarily consisting of fixed-rate debt, with a fair value of approximately [added: $15.1 billion and] $15.3 [removed: billion.][added: billion, respectively.]

At December 31, [added: 2025 and] 2024, foreign currency forward contracts with a notional amount of [removed: $399] [added: $308] million [added: and $399 million, respectively,] were outstanding.

At December 31, [added: 2025 and] 2024, a 10 percent unfavorable foreign exchange rate movement would not have a material impact on our consolidated financial position, annual results of operations and/or cash flows.

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NORTHROP GRUMMAN CORPORATION

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We deliver a broad range of products, services and solutions to U.S. and international customers, and principally to the U.S. Department of [removed: Defense (DoD)] [added: War (“DoW”)] and intelligence community.

We developed into one of the largest defense technology companies in the world through [added: organic growth and] a series of [removed: acquisitions, as well as organic growth,] [added: acquisitions and divestitures,] including the following:

- 2021 - Completed the sale of our IT and mission support services business [removed: (the “IT services divestiture”)] to Veritas Capital.

At December 31, [removed: 2024,] [added: 2025,] the company was aligned in four operating sectors, which also comprise our reportable segments: Aeronautics Systems, Defense Systems, Mission Systems and Space Systems.

[removed: *Subsequent Realignment* -] Effective January 1, 2025, the company realigned the Strike and Surveillance Aircraft Solutions (SSAS) business unit from Defense Systems to Aeronautics Systems.

[removed: Major products include strategic long-range strike aircraft; tactical fighter and air dominance aircraft;] airborne battle management and command and control systems; and [removed: unmanned] [added: uncrewed] autonomous aircraft systems, including high-altitude long-endurance (HALE) strategic intelligence, surveillance and reconnaissance (ISR) systems.

- Development and production of the U.S. Air Force B-21 Raider long-range strike aircraft that [removed: defines] [added: define] sixth-generation technologies;

- [added: Global system sustainment and operations support for the F-35, B-2, F/A-18, E-2, E-3, A-10,] North Atlantic Treaty Organization (NATO) Alliance Ground Surveillance (AGS), [removed: a] [added: Triton,] Global [removed: Hawk variant, for strategic ISR missions conducted in multinational theater operations.][added: Hawk, and restricted programs.]

Defense Systems is a leader in the design, engineering, development, integration and production of strategic deterrent systems, advanced tactical weapons, and missile defense [removed: solutions, and a provider of sustainment, modernization and training services for manned and unmanned aircraft and electronics systems] [added: solutions] for the U.S. military and a broad range of international customers.

Major products and services include strategic missiles; integrated, all-domain command and control (C2) systems; precision strike weapons; advanced propulsion, including tactical solid rocket motors and high speed air-breathing and hypersonic systems; high-performance gun systems, ammunition, precision munitions and advanced fuzes; and [removed: aircraft and mission systems logistics support, sustainment, operations] [added: weapons integration, modernization,] and [removed: modernization.][added: sustainment.]

- Precision Guidance Kit (PGK), replaces conventional fuzes for artillery and mortar munitions and transforms them into Global Positioning System [added: (GPS)] enabled precision guided weapons; [added: and]

Major products and services include [added: radar, electro-optical/infrared (EO/IR) and acoustic sensors;] command, control, communications and computers, intelligence, surveillance and reconnaissance (C4ISR) systems; [removed: radar, electro-optical/infrared (EO/IR) and acoustic sensors;] electronic warfare systems; advanced communications and network systems; advanced microelectronics; navigation and positioning sensors; maritime power, propulsion and payload launch systems; full spectrum cyber solutions; and intelligence processing systems.

Key [removed: unrestricted] programs include:

- AC/MC 130J Radio Frequency Countermeasures system, which provides superior situational awareness and better enables aircraft survivability in operationally relevant [removed: environments; and][added: environments.]

- Embedded [removed: Global Positioning System (GPS)] [added: GPS] / Inertial Navigation Systems-Modernization (EGI-M) program, which provides state-of-the-art airborne navigation capabilities with an open architecture that enables rapid responses to future [removed: threats.][added: threats; and]

- Space Development Agency [added: (SDA)] Tracking and Transport layers providing missile warning/tracking and resilient, low-latency, high-volume data transport communication systems;

- Development and production of solid rocket motors for NASA’s Space Launch System (SLS) heavy lift vehicle; [added: and]

- Medium-class solid rocket motors for the U.S. Navy's Trident II Fleet Ballistic Missile [removed: program;][added: program.]

Sales to the U.S. government accounted for [removed: 87] [added: 84] percent, [removed: 86] [added: 87] percent and 86 percent of sales during the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

At December 31, [removed: 2024,] [added: 2025,] total backlog, which is equivalent to the company’s remaining performance obligations, was [removed: $91.5] [added: $95.7] billion as compared with [removed: $84.2] [added: $91.5] billion at December 31, [removed: 2023.][added: 2024.]

Underpinned by our values and culture, we hire, promote, and pay based on merit and performance to [added: help] ensure we have the best team to deliver for our customers.

Our differentiated culture and workforce was a factor in our ability to hire approximately [removed: 7,400] [added: 7,500] new employees in [removed: 2024,] [added: 2025,] and as of December 31, [removed: 2024,] [added: 2025,] we have approximately [removed: 97,000] [added: 95,000] employees.

- We do the right thing – we earn trust, act with ethics, integrity and transparency, treat everyone with [removed: respect,] [added: respect and] value diverse [removed: perspectives and foster safe and inclusive environments.][added: perspectives.]

- We do what we promise – we own the delivery of results, focused on [removed: quality.][added: quality outcomes.]

[removed: In addition to offering] [added: As part of] our [removed: employees] [added: employee experience focus, we offer] flexible work arrangements, caregiver support and mental health services that help our employees make their careers work within their [removed: lives, we also] [added: lives and] help [removed: our employees] [added: them] build the careers that will serve them [removed: into] [added: in] the future.

Training and [removed: risk and hazard] [added: risk/hazard] identification, mitigation and prevention are key components of Northrop Grumman’s safety program.

Approximately [removed: 4,100] [added: 4,300] employees are covered by 15 collective agreements in the U.S., of which we negotiated [removed: five] [added: seven] renewals in [removed: 2024] [added: 2025] and expect to negotiate [removed: seven] [added: two] renewals in [removed: 2025.][added: 2026.]

[removed: The consolidated] financial [removed: statements and financial] information in this Annual Report reflect the operating results of our entire company, including restricted programs.

The following table summarizes sales for the year ended December 31, [removed: 2024,] [added: 2025,] recognized by contract type and customer category:

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statement for the annual [removed: shareholders’ meeting,] [added: meeting of shareholders,] as well as any amendments to those reports, are available free of charge through our website as soon as reasonably practicable after we file them with the U.S. Securities and Exchange Commission (SEC).

Major products include strategic long-range strike aircraft; tactical fighter and air dominance aircraft;

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- Development and production of the E-130J Phoenix II nuclear command, control and communications (NC3) aircraft for the U.S. Navy’s Take Charge And Move Out (TACAMO) mission;

- Medium caliber cannons for air, land, sea and counter unmanned aircraft systems (C-UAS) applications, ranging from 20mm to 50mm configurations;

- Production of solid rocket motors for the Precision Strike Missile (PrSM) program and Third Stage Rocket Motor (TSRM) for the Standard Missile (SM-3) program.

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- Power generation and propulsion systems for Virginia and Columbia class submarines;

Key programs include:

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We compete with many companies in the defense, intelligence and federal civil markets, including The Boeing Company, General Dynamics Corporation, L3Harris Technologies, Inc., Lockheed Martin Corporation, and RTX Corporation, as well as, increasingly, new entrants and startups.

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Our talent strategy is designed to secure the people, skills, and leadership required to support the company’s long term growth.

It is anchored in recruiting and deploying talent, building a future-ready workforce and engaging our employees.

We attract, develop, and retain top critical talent while preparing our workforce for the future by increasing expertise in critical technology areas.

We focus on talent readiness to ensure a robust pipeline of employees with the skills and expertise necessary to support our business and provide business continuity.

We employ a mix of on-the-job training and development, in-person training and virtual curated career-specific resources that allow employees to personalize their development.

We encourage all employees, regardless of level, to cultivate leadership skills, enabled by our leadership development platform.

Talent review discussions are built into our operational cadence with an emphasis on providing the experience needed to accelerate development.

To help ensure our employees have the tools and resources necessary to align with industry transformation and workforce expectations, we continue to adapt our ways of working and implement technology that enhances the employee experience.

The consolidated financial statements and

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| Cost-type contracts | | | | | | $ | 20,104 | | | | | $ | 794 | | | | | $ | 46 | | | | | $ | 20,944 | | | | | 50 | | % |

| Fixed-price contracts | | | | | | 15,079 | | | | | | 5,196 | | | | | | 735 | | | | | | 21,010 | | | | | | 50 | | % |

| Total sales | | | | | | $ | 35,183 | | | | | $ | 5,990 | | | | | $ | 781 | | | | | $ | 41,954 | | | | | 100 | | % |

Our environmental sustainability goals help manage the environmental impact of our operations.

We are focused on achieving Net Zero greenhouse gas emissions (GHG) in our operations (Scopes 1 and 2) by 2035, while also sourcing electricity from renewable sources and reducing our water withdrawals and solid waste footprint.

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Effective July 1, 2024, the company realigned the Strategic Deterrent Systems (SDS) division, which includes the Ground-Based Strategic Deterrent (“Sentinel”) program, from Space Systems to Defense Systems.

This realignment is not reflected in the financial information contained in this report; it will be reflected in the company’s operating results beginning in the first quarter of 2025.

- Global system sustainment and operations support for the F-35, B-2, P-3 Orion, E-6B Mercury, KC-30A multi-role tanker, C-27J transport, NATO AGS, Triton and restricted programs;

- Forward Area Air Defense Command and Control (FAAD C2), the Army’s long-standing program of record for short range air defense and Counter Rocket, Artillery and Mortar (C-RAM), as well as the interim C2 for Counter Unmanned Aircraft Systems (C-UAS);

- AAQ-24 sensor sustainment and repair for U.S. military customers; and

- Special Electronics Mission Aircraft (SEMA) ISR support.

- DDG Modernization, which is comprised of several subsystems to support modernization of Arleigh Burke-class guided missile destroyers including Integrated Bridge and Navigation Systems (IBNS) and ship control systems;

- Evolved Strategic SATCOM (ESS) satellites and payloads providing assured, no-fail, and survivable Nuclear Command and Control (NC3) communications capabilities;

- Protected Tactical SATCOM (PTS) satellites and payloads providing resilient, protected tactical communications to U.S. forces; and

- Arctic Satellite Broadband Mission (ASBM) satellites and payloads expanding both commercial as well as military broadband communications for an international partner.

We compete with many companies in the defense, intelligence and federal civil markets.

The Boeing Company, General Dynamics, L3Harris Technologies, Lockheed Martin, and RTX are some of our primary competitors.

Among other programs through which the company lives its values, the company maintains a Standards of Business Conduct program through which our employees are empowered to raise concerns through multiple channels without fear of reprisal.

In addition to full-time ethics professionals, we also have over 150 business conduct advisors who promote values and an ethical culture within the company.

Additionally, our annual Employee Experience Survey gives employees a voice and a mechanism to provide feedback on our culture and empower our leaders to enhance the employee experience.

This anonymous survey encourages employee candor on key engagement and inclusion drivers, including belonging, respect, a sense of personal work accomplishment and recommending the company to others.

In 2024, 80 percent of employees responded to the survey, an indication that our employees believe their feedback matters.

Our performance on the annual survey is compared to the Qualtrics Global Benchmark and our survey results exceeded many of their global norms for both engagement and inclusion.

Our leaders review the survey responses and work collaboratively with their teams to take meaningful actions based on survey results.

Northrop Grumman’s talent strategy is focused on four key pillars: broadening talent pools; enhancing the employee experience; building leaders of the future; and fostering employee growth.

Our strategy addresses the external and internal landscape and ensures that we can attract, retain and develop the workforce necessary to support the continued success of the business.

We hold regular talent review discussions to ensure line of sight to talent at various levels of the organization.

We refresh and review succession plans to ensure a robust pipeline of talent and business continuity with a tight linkage to development.

We focus on accelerating learning and development of our leaders by providing a combination of experiences, exposure and education.

Our employee development programs strengthen employee skills aligned to our current and future business needs through on-the-job development, knowledge sharing and tools to support career growth.

Employees utilize curated, career-specific resources such as My Learning Experience, a machine learning enabled content aggregator that creates a personalized learning experience for each employee.

Our Education Assistance Program subsidizes tuition and other educational institution fees to support development through job-related degrees and certificates.

Our early-in-career rotation program, Pathways, develops talent pipelines with both depth of critical skills and breadth of experiences.

Our technical cohort programs cultivate technical, domain expertise and collaborative thought leadership for early through advanced career levels.

In a rapidly changing world, we maintain focus on keeping our team and our company prepared for the evolving future of work.

We ensure that our employees have the tools and resources to develop their knowledge base and skill sets, so they can continue to thrive at Northrop Grumman even in the midst of change.

When our employees succeed and grow at work, our business succeeds and grows.

Through a focus on our employees, we remain agile and innovative, adapting to the future as it unfolds before us.

Health and safety are foundational to our success.

People are our most valuable resource and we prioritize occupational health and safety to position the company for long-term success.

Award and incentive fees are included in total estimated sales to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

We estimate variable consideration as the most likely amount to which we expect to be entitled.

| Cost-type contracts | | | | | | $ | 20,256 | | | | | $ | 684 | | | | | $ | 24 | | | | | $ | 20,964 | | | | | 51 | | % |

| Fixed-price contracts | | | | | | 15,180 | | | | | | 4,316 | | | | | | 573 | | | | | | 20,069 | | | | | | 49 | | % |

| Total sales | | | | | | $ | 35,436 | | | | | $ | 5,000 | | | | | $ | 597 | | | | | $ | 41,033 | | | | | 100 | | % |

| [removed: FORM] [added: FORM 10-K] | | | [removed: 10-K] | | |

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the common stock (based upon the closing price of the stock on the New York Stock Exchange) of the registrant held by non-affiliates was approximately [removed: $63.7] [added: $71.5] billion.

As of January [removed: 27, 2025, 144,755,659] [added: 22, 2026, 141,921,621] shares of common stock were outstanding.

Portions of Northrop Grumman Corporation’s Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#ib8f18c436c20472f9eff8a78cb53edd9_16)] [added: [Business](#ib10441a31eb34c2d93ec4d6414de7bb3_13)] | | | [removed: [1](#ib8f18c436c20472f9eff8a78cb53edd9_16)] [added: [1](#ib10441a31eb34c2d93ec4d6414de7bb3_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib8f18c436c20472f9eff8a78cb53edd9_34)] [added: Factors](#ib10441a31eb34c2d93ec4d6414de7bb3_31)] | | | [removed: [8](#ib8f18c436c20472f9eff8a78cb53edd9_34)] [added: [8](#ib10441a31eb34c2d93ec4d6414de7bb3_31)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib8f18c436c20472f9eff8a78cb53edd9_37)] [added: Comments](#ib10441a31eb34c2d93ec4d6414de7bb3_34)] | | | [removed: [21](#ib8f18c436c20472f9eff8a78cb53edd9_37)] [added: [21](#ib10441a31eb34c2d93ec4d6414de7bb3_34)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ib8f18c436c20472f9eff8a78cb53edd9_40)] [added: [Cybersecurity](#ib10441a31eb34c2d93ec4d6414de7bb3_37)] | | | [removed: [21](#ib8f18c436c20472f9eff8a78cb53edd9_40)] [added: [21](#ib10441a31eb34c2d93ec4d6414de7bb3_37)] | | |

| Item 2. | | | [removed: [Properties](#ib8f18c436c20472f9eff8a78cb53edd9_46)] [added: [Properties](#ib10441a31eb34c2d93ec4d6414de7bb3_43)] | | | [removed: [24](#ib8f18c436c20472f9eff8a78cb53edd9_46)] [added: [23](#ib10441a31eb34c2d93ec4d6414de7bb3_43)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib8f18c436c20472f9eff8a78cb53edd9_49)] [added: Proceedings](#ib10441a31eb34c2d93ec4d6414de7bb3_46)] | | | [removed: [25](#ib8f18c436c20472f9eff8a78cb53edd9_49)] [added: [24](#ib10441a31eb34c2d93ec4d6414de7bb3_46)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ib8f18c436c20472f9eff8a78cb53edd9_52)] [added: Disclosures](#ib10441a31eb34c2d93ec4d6414de7bb3_49)] | | | [removed: [25](#ib8f18c436c20472f9eff8a78cb53edd9_52)] [added: [24](#ib10441a31eb34c2d93ec4d6414de7bb3_49)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib8f18c436c20472f9eff8a78cb53edd9_58)] [added: Securities](#ib10441a31eb34c2d93ec4d6414de7bb3_55)] | | | [removed: [26](#ib8f18c436c20472f9eff8a78cb53edd9_58)] [added: [25](#ib10441a31eb34c2d93ec4d6414de7bb3_55)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ib8f18c436c20472f9eff8a78cb53edd9_61)] [added: [\[Reserved\]](#ib10441a31eb34c2d93ec4d6414de7bb3_58)] | | | [removed: [27](#ib8f18c436c20472f9eff8a78cb53edd9_61)] [added: [26](#ib10441a31eb34c2d93ec4d6414de7bb3_58)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib8f18c436c20472f9eff8a78cb53edd9_64)] [added: Operations](#ib10441a31eb34c2d93ec4d6414de7bb3_61)] | | | [removed: [28](#ib8f18c436c20472f9eff8a78cb53edd9_64)] [added: [27](#ib10441a31eb34c2d93ec4d6414de7bb3_61)] | | |

| | | | [Consolidated Operating [removed: Results](#ib8f18c436c20472f9eff8a78cb53edd9_70)] [added: Results](#ib10441a31eb34c2d93ec4d6414de7bb3_67)] | | | [removed: [30](#ib8f18c436c20472f9eff8a78cb53edd9_70)] [added: [30](#ib10441a31eb34c2d93ec4d6414de7bb3_67)] | | |

| | | | [Segment Operating [removed: Results](#ib8f18c436c20472f9eff8a78cb53edd9_73)] [added: Results](#ib10441a31eb34c2d93ec4d6414de7bb3_70)] | | | [removed: [32](#ib8f18c436c20472f9eff8a78cb53edd9_73)] [added: [32](#ib10441a31eb34c2d93ec4d6414de7bb3_70)] | | |

| | | | [Product and Service [removed: Analysis](#ib8f18c436c20472f9eff8a78cb53edd9_76)] [added: Analysis](#ib10441a31eb34c2d93ec4d6414de7bb3_73)] | | | [removed: [37](#ib8f18c436c20472f9eff8a78cb53edd9_76)] [added: [37](#ib10441a31eb34c2d93ec4d6414de7bb3_73)] | | |

| | | | [Liquidity and Capital [removed: Resources](#ib8f18c436c20472f9eff8a78cb53edd9_82)] [added: Resources](#ib10441a31eb34c2d93ec4d6414de7bb3_79)] | | | [removed: [38](#ib8f18c436c20472f9eff8a78cb53edd9_82)] [added: [38](#ib10441a31eb34c2d93ec4d6414de7bb3_79)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#ib8f18c436c20472f9eff8a78cb53edd9_85)] [added: Estimates](#ib10441a31eb34c2d93ec4d6414de7bb3_82)] | | | [removed: [40](#ib8f18c436c20472f9eff8a78cb53edd9_85)] [added: [39](#ib10441a31eb34c2d93ec4d6414de7bb3_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib8f18c436c20472f9eff8a78cb53edd9_88)] [added: Risk](#ib10441a31eb34c2d93ec4d6414de7bb3_85)] | | | [removed: [46](#ib8f18c436c20472f9eff8a78cb53edd9_88)] [added: [45](#ib10441a31eb34c2d93ec4d6414de7bb3_85)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib8f18c436c20472f9eff8a78cb53edd9_91)] [added: Data](#ib10441a31eb34c2d93ec4d6414de7bb3_88)] | | | [removed: [47](#ib8f18c436c20472f9eff8a78cb53edd9_91)] [added: [46](#ib10441a31eb34c2d93ec4d6414de7bb3_88)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ib8f18c436c20472f9eff8a78cb53edd9_94)] [added: Firm](#ib10441a31eb34c2d93ec4d6414de7bb3_91)] | | | [removed: [47](#ib8f18c436c20472f9eff8a78cb53edd9_94)] [added: [46](#ib10441a31eb34c2d93ec4d6414de7bb3_91)] | | |

| | | | [Consolidated Statements of Earnings and Comprehensive [removed: Income](#ib8f18c436c20472f9eff8a78cb53edd9_97)] [added: Income](#ib10441a31eb34c2d93ec4d6414de7bb3_94)] | | | [removed: [49](#ib8f18c436c20472f9eff8a78cb53edd9_97)] [added: [48](#ib10441a31eb34c2d93ec4d6414de7bb3_94)] | | |

| | | | [Consolidated Statements of Financial [removed: Position](#ib8f18c436c20472f9eff8a78cb53edd9_100)] [added: Position](#ib10441a31eb34c2d93ec4d6414de7bb3_97)] | | | [removed: [50](#ib8f18c436c20472f9eff8a78cb53edd9_100)] [added: [49](#ib10441a31eb34c2d93ec4d6414de7bb3_97)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#ib8f18c436c20472f9eff8a78cb53edd9_103)] [added: Flows](#ib10441a31eb34c2d93ec4d6414de7bb3_100)] | | | [removed: [51](#ib8f18c436c20472f9eff8a78cb53edd9_103)] [added: [50](#ib10441a31eb34c2d93ec4d6414de7bb3_100)] | | |

| | | | [Consolidated Statements of Changes in Shareholders’ [removed: Equity](#ib8f18c436c20472f9eff8a78cb53edd9_106)] [added: Equity](#ib10441a31eb34c2d93ec4d6414de7bb3_103)] | | | [removed: [52](#ib8f18c436c20472f9eff8a78cb53edd9_106)] [added: [51](#ib10441a31eb34c2d93ec4d6414de7bb3_103)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ib8f18c436c20472f9eff8a78cb53edd9_109)] [added: Statements](#ib10441a31eb34c2d93ec4d6414de7bb3_106)] | | | [removed: [53](#ib8f18c436c20472f9eff8a78cb53edd9_109)] [added: [52](#ib10441a31eb34c2d93ec4d6414de7bb3_106)] | | |

| | | | [1. Summary of Significant Accounting [removed: Policies](#ib8f18c436c20472f9eff8a78cb53edd9_112)] [added: Policies](#ib10441a31eb34c2d93ec4d6414de7bb3_109)] | | | [removed: [53](#ib8f18c436c20472f9eff8a78cb53edd9_112)] [added: [52](#ib10441a31eb34c2d93ec4d6414de7bb3_109)] | | |

| | | | [removed: [2.](#ib8f18c436c20472f9eff8a78cb53edd9_118) [](#ib8f18c436c20472f9eff8a78cb53edd9_118)[Earnings] [added: [2. Earnings] Per Share, Share Repurchases and Dividends on Common [removed: Stock](#ib8f18c436c20472f9eff8a78cb53edd9_118)] [added: Stock](#ib10441a31eb34c2d93ec4d6414de7bb3_112)] | | | [removed: [61](#ib8f18c436c20472f9eff8a78cb53edd9_118)] [added: [60](#ib10441a31eb34c2d93ec4d6414de7bb3_112)] | | |

| | | | [removed: [3.](#ib8f18c436c20472f9eff8a78cb53edd9_121) [](#ib8f18c436c20472f9eff8a78cb53edd9_121)[Accounts] [added: [3. Accounts] Receivable, [removed: Net](#ib8f18c436c20472f9eff8a78cb53edd9_121)] [added: Net](#ib10441a31eb34c2d93ec4d6414de7bb3_115)] | | | [removed: [62](#ib8f18c436c20472f9eff8a78cb53edd9_121)] [added: [61](#ib10441a31eb34c2d93ec4d6414de7bb3_115)] | | |

| | | | [removed: [4.](#ib8f18c436c20472f9eff8a78cb53edd9_124) [](#ib8f18c436c20472f9eff8a78cb53edd9_124)[Unbilled] [added: [4. Unbilled] Receivables, [removed: Net](#ib8f18c436c20472f9eff8a78cb53edd9_124)] [added: Net](#ib10441a31eb34c2d93ec4d6414de7bb3_118)] | | | [removed: [62](#ib8f18c436c20472f9eff8a78cb53edd9_124)] [added: [61](#ib10441a31eb34c2d93ec4d6414de7bb3_118)] | | |

| | | | [removed: [5.](#ib8f18c436c20472f9eff8a78cb53edd9_127) [Inventoried] [added: [5. Inventoried] Costs, [removed: Net](#ib8f18c436c20472f9eff8a78cb53edd9_127)] [added: Net](#ib10441a31eb34c2d93ec4d6414de7bb3_121)] | | | [removed: [63](#ib8f18c436c20472f9eff8a78cb53edd9_127)] [added: [62](#ib10441a31eb34c2d93ec4d6414de7bb3_121)] | | |

| | | | [removed: [7.](#ib8f18c436c20472f9eff8a78cb53edd9_133) [Goodwill] [added: [7. Goodwill] and Other Purchased Intangible [removed: Assets](#ib8f18c436c20472f9eff8a78cb53edd9_133)] [added: Assets](#ib10441a31eb34c2d93ec4d6414de7bb3_127)] | | | [removed: [67](#ib8f18c436c20472f9eff8a78cb53edd9_133)] [added: [67](#ib10441a31eb34c2d93ec4d6414de7bb3_127)] | | |

| | | | [removed: [8.](#ib8f18c436c20472f9eff8a78cb53edd9_136) [Fair] [added: [8. Fair] Value of Financial [removed: Instruments](#ib8f18c436c20472f9eff8a78cb53edd9_136)] [added: Instruments](#ib10441a31eb34c2d93ec4d6414de7bb3_130)] | | | [removed: [67](#ib8f18c436c20472f9eff8a78cb53edd9_136)] [added: [67](#ib10441a31eb34c2d93ec4d6414de7bb3_130)] | | |

| | | | [removed: [1](#ib8f18c436c20472f9eff8a78cb53edd9_142)[0](#ib8f18c436c20472f9eff8a78cb53edd9_142)[.] [added: [10.] Investigations, Claims and [removed: Litigation](#ib8f18c436c20472f9eff8a78cb53edd9_142)] [added: Litigation](#ib10441a31eb34c2d93ec4d6414de7bb3_136)] | | | [removed: [70](#ib8f18c436c20472f9eff8a78cb53edd9_142)] [added: [70](#ib10441a31eb34c2d93ec4d6414de7bb3_136)] | | |

| | | | [removed: [1](#ib8f18c436c20472f9eff8a78cb53edd9_151)[3](#ib8f18c436c20472f9eff8a78cb53edd9_151)[.] [added: [13.] Stock Compensation Plans and Other Compensation [removed: Arrangements](#ib8f18c436c20472f9eff8a78cb53edd9_151)] [added: Arrangements](#ib10441a31eb34c2d93ec4d6414de7bb3_145)] | | | [removed: [77](#ib8f18c436c20472f9eff8a78cb53edd9_151)] [added: [76](#ib10441a31eb34c2d93ec4d6414de7bb3_145)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib8f18c436c20472f9eff8a78cb53edd9_160)] [added: Disclosure](#ib10441a31eb34c2d93ec4d6414de7bb3_157)] | | | [removed: [88](#ib8f18c436c20472f9eff8a78cb53edd9_160)] [added: [87](#ib10441a31eb34c2d93ec4d6414de7bb3_157)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib8f18c436c20472f9eff8a78cb53edd9_163)] [added: Procedures](#ib10441a31eb34c2d93ec4d6414de7bb3_160)] | | | [removed: [88](#ib8f18c436c20472f9eff8a78cb53edd9_163)] [added: [87](#ib10441a31eb34c2d93ec4d6414de7bb3_160)] | | |

| Item 9B. | | | [Other [removed: Information](#ib8f18c436c20472f9eff8a78cb53edd9_166)] [added: Information](#ib10441a31eb34c2d93ec4d6414de7bb3_163)] | | | [removed: [88](#ib8f18c436c20472f9eff8a78cb53edd9_166)] [added: [89](#ib10441a31eb34c2d93ec4d6414de7bb3_163)] | | |

| | | | [PART I](#ib10441a31eb34c2d93ec4d6414de7bb3_10) | | | | | |

| | | | [PART II](#ib10441a31eb34c2d93ec4d6414de7bb3_52) | | | | | |

| | | | [Overview](#ib10441a31eb34c2d93ec4d6414de7bb3_64) | | | [27](#ib10441a31eb34c2d93ec4d6414de7bb3_64) | | |

| | | | [Backlog](#ib10441a31eb34c2d93ec4d6414de7bb3_76) | | | [37](#ib10441a31eb34c2d93ec4d6414de7bb3_76) | | |

| | | | [6. Income Taxes](#ib10441a31eb34c2d93ec4d6414de7bb3_124) | | | [62](#ib10441a31eb34c2d93ec4d6414de7bb3_124) | | |

| | | | [9. Debt](#ib10441a31eb34c2d93ec4d6414de7bb3_133) | | | [68](#ib10441a31eb34c2d93ec4d6414de7bb3_133) | | |

| | | | [11. Commitments and Contingencies](#ib10441a31eb34c2d93ec4d6414de7bb3_139) | | | [70](#ib10441a31eb34c2d93ec4d6414de7bb3_139) | | |

| | | | [12. Retirement Benefits](#ib10441a31eb34c2d93ec4d6414de7bb3_142) | | | [72](#ib10441a31eb34c2d93ec4d6414de7bb3_142) | | |

| | | | [14. Leases](#ib10441a31eb34c2d93ec4d6414de7bb3_148) | | | [79](#ib10441a31eb34c2d93ec4d6414de7bb3_148) | | |

| | | | [15. Segment Information](#ib10441a31eb34c2d93ec4d6414de7bb3_151) | | | [80](#ib10441a31eb34c2d93ec4d6414de7bb3_151) | | |

| | | | [PART III](#ib10441a31eb34c2d93ec4d6414de7bb3_178) | | | | | |

| | | | [PART IV](#ib10441a31eb34c2d93ec4d6414de7bb3_196) | | | | | |

| | | | [Signatures](#ib10441a31eb34c2d93ec4d6414de7bb3_205) | | | [100](#ib10441a31eb34c2d93ec4d6414de7bb3_205) | | |

[Table of Contents](#ib10441a31eb34c2d93ec4d6414de7bb3_7)

| | | | [PART I](#ib8f18c436c20472f9eff8a78cb53edd9_13) | | | | | |

| | | | [PART II](#ib8f18c436c20472f9eff8a78cb53edd9_55) | | | | | |

| | | | [Overview](#ib8f18c436c20472f9eff8a78cb53edd9_67) | | | [28](#ib8f18c436c20472f9eff8a78cb53edd9_67) | | |

| | | | [Backlog](#ib8f18c436c20472f9eff8a78cb53edd9_79) | | | [38](#ib8f18c436c20472f9eff8a78cb53edd9_79) | | |

| | | | [6.](#ib8f18c436c20472f9eff8a78cb53edd9_130) [Income Taxes](#ib8f18c436c20472f9eff8a78cb53edd9_130) | | | [64](#ib8f18c436c20472f9eff8a78cb53edd9_130) | | |

| | | | [9.](#ib8f18c436c20472f9eff8a78cb53edd9_139) [Debt](#ib8f18c436c20472f9eff8a78cb53edd9_139) | | | [68](#ib8f18c436c20472f9eff8a78cb53edd9_139) | | |

| | | | [1](#ib8f18c436c20472f9eff8a78cb53edd9_145)[1](#ib8f18c436c20472f9eff8a78cb53edd9_145)[. Commitments and Contingencies](#ib8f18c436c20472f9eff8a78cb53edd9_145) | | | [70](#ib8f18c436c20472f9eff8a78cb53edd9_145) | | |

| | | | [1](#ib8f18c436c20472f9eff8a78cb53edd9_148)[2](#ib8f18c436c20472f9eff8a78cb53edd9_148)[. Retirement Benefits](#ib8f18c436c20472f9eff8a78cb53edd9_148) | | | [72](#ib8f18c436c20472f9eff8a78cb53edd9_148) | | |

| | | | [1](#ib8f18c436c20472f9eff8a78cb53edd9_154)[4](#ib8f18c436c20472f9eff8a78cb53edd9_154)[. Leases](#ib8f18c436c20472f9eff8a78cb53edd9_154) | | | [79](#ib8f18c436c20472f9eff8a78cb53edd9_154) | | |

| | | | [1](#ib8f18c436c20472f9eff8a78cb53edd9_157)[5](#ib8f18c436c20472f9eff8a78cb53edd9_157)[. Segment Information](#ib8f18c436c20472f9eff8a78cb53edd9_157) | | | [80](#ib8f18c436c20472f9eff8a78cb53edd9_157) | | |

| | | | [16. Subsequent Event](#ib8f18c436c20472f9eff8a78cb53edd9_1735) | | | [87](#ib8f18c436c20472f9eff8a78cb53edd9_1735) | | |

| | | | [PART III](#ib8f18c436c20472f9eff8a78cb53edd9_181) | | | | | |

| | | | [PART IV](#ib8f18c436c20472f9eff8a78cb53edd9_199) | | | | | |

| | | | [Signatures](#ib8f18c436c20472f9eff8a78cb53edd9_208) | | | [101](#ib8f18c436c20472f9eff8a78cb53edd9_208) | | |

[removed: The] [added: Our] Chief Information Security Officer [removed: (CISO), who previously reported to the CIO, now] [added: (CISO)] reports to the CIDO and [removed: continues to lead] [added: leads] our cybersecurity functions.

The current CISO is an executive with extensive technical and operational experience in building and leading cybersecurity and resiliency teams in [removed: the] industry and [added: the] government.

Our Board of Directors is responsible for overseeing [removed: our] enterprise risk management activities in general, and each of our Board committees assists the Board in the role of risk oversight.

[removed: In addition, the] [added: The] company’s Enterprise Risk Management Council (ERMC) considers risks relating to cybersecurity, among other significant risks, and applicable mitigation plans to address such risks.

The ERMC is comprised of the Executive Leadership Team, as well as the Chief Accounting Officer, Chief Ethics and Compliance Officer, Corporate Secretary, Chief [removed: Sustainability] [added: Environment, Quality and Safety] Officer, Treasurer and Vice President, Internal Audit.

The [removed: CISO and the] CIDO [removed: (previously the CIO)] [added: and CISO] attend each ERMC meeting.

[removed: - *Multi-Layered Defense and Continuous Monitoring* –] We [removed: work to] protect our computing environments and products from cybersecurity threats through multi-layered defenses and apply lessons learned from our defense and monitoring efforts to help prevent future attacks.

We [removed: utilize] [added: are proactive — utilizing] data analytics to detect anomalies and search for cyber threats.

[removed: - *Insider] [added: *•Insider] Threats* – We maintain an insider threat program, led by our Vice President, Corporate and Enterprise Security, designed to identify, assess, and address potential risks from within our company.

[removed: program] [added: Our insider threat program, which is supported by the cybersecurity program,] evaluates potential risks consistent with [removed: industry practices,] [added: applicable laws and regulations,] customer requirements and [removed: applicable law, including privacy and other considerations.][added: industry practices.]

- *Third Party Risk Management* – We conduct cybersecurity assessments before sharing or allowing the hosting or processing of [added: our] sensitive data in computing environments managed by third [removed: parties, and our standard terms and conditions contain contractual provisions requiring certain cybersecurity and data protections and controls.][added: parties.]

[removed: Finally, we] [added: Our standard terms and conditions contain contractual provisions requiring certain cybersecurity and data protections and controls and] require [removed: these] third parties to notify us promptly of cyber incidents or data breaches so that we can assess potential impact on us.

- *Supplier Engagement* – We provide training and other resources to our suppliers to support cybersecurity resiliency and data security principles in our supply [removed: chain.][added: chain in addition to any requirements from our customers, as a condition of doing business with us, and require them to complete information security]

The company’s Chief Information and Digital Officer (CIDO) reports to the CEO.

Periodic briefings are also provided when warranted by emerging risks.

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- *Multi-Layered Defense and Real Time Monitoring* – We maintain a global cybersecurity program designed to identify, assess and manage material risks from cybersecurity threats.

Our program is aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework.

We employ a defense-in-depth strategy that utilizes automation and intelligence-driven threat hunting methodologies, strictly enforced identity controls and real time monitoring to protect our networks and platform integrity.

We continue to invest in our compliance capabilities, maintaining readiness for Cybersecurity Maturity Model Certification requirements and meeting evolving DoW standards.

- *Periodic Assessment* – The cybersecurity program is subject to periodic internal assessments (including Internal Audit and penetration testing), independent third-party assessments and exercises.

We periodically refine our processes to incorporate lessons learned from these assessments and exercises.

We regularly conduct targeted phishing exercises for employees on each company network.

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questionnaires to review and assess any potential cyber-related risks depending on the nature of the services or products being provided.

In 2024, our global cybersecurity function was maintained in our Chief Information Office, led by our Chief Information Officer (CIO), who reported to our CEO.

In 2025, we have brought together our chief information and digital transformation offices into a newly formed Chief Information and Digital Office, led by our Chief Information and Digital Officer (CIDO), who reports to the CEO.

We also periodically use our Internal Audit function to conduct additional reviews and assessments.

Our

NORTHROP GRUMMAN CORPORATION

Our employees with network access also participate in annual spear phishing exercises.

We also require our suppliers, subcontractors and third-party service providers to comply with our standard cybersecurity-related terms and conditions, in addition to any requirements from our customers, as a condition of doing business with us, and require them to complete information security questionnaires to review and assess any potential cyber-related risks depending on the nature of the services or products being provided.

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

This Annual Report on Form 10-K and the information we are incorporating by reference contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Words such as “will,” “expect,” “anticipate,” “intend,” “may,” “could,” “should,” “plan,” “project,” “forecast,” “believe,” “estimate,” “guidance,” “outlook,” “trends,” “goals” and similar expressions generally identify these forward-looking statements.

Forward-looking statements include, among other things, statements relating to our future financial condition, results of operations and/or cash flows.

Forward-looking statements are based upon assumptions, expectations, plans and projections that we believe to be reasonable when made, but which may change over time.

These statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict.

Specific risks that could cause actual results to differ materially from those expressed or implied in these forward-looking statements include, but are not limited to, those identified

under “Risk Factors” and other important factors disclosed in this report and from time to time in our other filings with the SEC.

They include:

Industry and Economic Risks

- our dependence on the U.S. government for a substantial portion of our business

- significant delays or reductions in appropriations and/or for our programs, and U.S. government funding and program support more broadly, including as a result of a prolonged continuing resolution and/or government shutdown, and/or related to the global security environment or other global events

- significant delays or reductions in payments as a result of or related to a breach of the debt ceiling

- the use of estimates when accounting for our contracts and the effect of contract cost growth and our efforts to recover or offset such costs and/or changes in estimated contract costs and revenues, including as a result of inflationary pressures, labor shortages, supply chain challenges and/or other macroeconomic factors, and risks related to management’s judgments and assumptions in estimating and/or projecting contract revenue and performance which may be inaccurate

- increased competition within our markets and bid protests

- continued pressures from macroeconomic trends, including on costs, schedules, performance and ability to meet expectations

Legal and Regulatory Risks

- investigations, claims, disputes, enforcement actions, litigation (including criminal, civil and administrative) and/or other legal proceedings

- changes in procurement and other laws, SEC, DoD and other rules and regulations, contract terms and practices applicable to our industry, findings by the U.S. government as to our compliance with such requirements, more aggressive enforcement of such requirements and changes in our customers’ business practices globally

- the improper conduct of employees, agents, subcontractors, suppliers, business partners or joint ventures in which we participate, including the impact on our reputation and our ability to do business

- environmental matters, including climate change, unforeseen environmental costs and government and third-party claims

- unanticipated changes in our tax provisions or exposure to additional tax liabilities

Business and Operational Risks

- cyber and other security threats or disruptions faced by us, our customers or our suppliers and other partners, and changes in related regulations

- the performance and viability of our subcontractors and suppliers and the availability and pricing of raw materials, chemicals, parts and components, particularly with inflationary pressures, increased costs, shortages in labor and financial resources, supply chain disruptions, and extended material lead times

- our ability to attract and retain a qualified and talented workforce with the necessary security clearances to meet our performance obligations

- our exposure to additional risks as a result of our international business, including risks related to global security, geopolitical and economic factors, misconduct, suppliers, laws and regulations

- natural disasters, epidemics, pandemics and similar outbreaks and other significant disruptions

- our ability to innovate, develop new products and technologies, progress and benefit from digital transformation and maintain technologies to meet the needs of our customers

- products and services we provide related to hazardous and high risk operations, including the production and use of such products, which subject us to various environmental, regulatory, financial, reputational and other risks

- our ability appropriately to protect and exploit intellectual property rights

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General and Other Risk Factors

At December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 52] [added: 53] million square feet of floor space at [removed: 466] [added: 446] separate locations, primarily in the U.S., for manufacturing, warehousing, research and testing, administration and various other uses.

We leased to third parties approximately [removed: 37,000] [added: 42,000] square feet of our owned and leased facilities.

[added: Sierra Vista, AZ;] El Segundo, Mojave, [removed: Palmdale,] [added: Palmdale] and San Diego, CA; Melbourne and St. Augustine, FL; Iuka and Moss Point, MS; Beavercreek, OH; Oklahoma City, OK; and [removed: Clearfield,] [added: Clearfield and Layton,] UT.

Huntsville and Madison, AL; [removed: Mesa and Sierra Vista,] [added: Mesa,] AZ; Northridge, CA; Warner Robins, GA; Lake Charles, LA; Elkton, MD; Elk River and Plymouth, MN; Ogden and Roy, UT; Dulles, McLean and Radford, VA; and Keyser, WV.

[added: Manhattan Beach,] McClellan, San Diego, Sunnyvale and Woodland Hills, CA; Apopka, FL; Rolling Meadows, IL; Annapolis, Annapolis Junction, [added: Baltimore,] Elkridge, Halethorpe, Linthicum and Sykesville, MD; Bethpage and Williamsville, NY; Cincinnati, OH; Salt Lake City, UT; and Chantilly, Charlottesville and [removed: Fairfax,] [added: Waynesboro,] VA.

Huntsville, AL; Chandler and Gilbert, AZ; Azusa, Carson, Los Angeles, Manhattan Beach, Oxnard, Redondo Beach and San Diego, CA; Aurora, [removed: Boulder,] [added: Boulder] and Colorado Springs, CO; Beltsville, [added: Elkridge and Hanover,] MD; Devens, MA; Clearfield, Corinne, Magna, Salt Lake City and Tremonton, UT; and Dulles, [added: Fairfax,] McLean and Sterling, VA.

Falls Church, [removed: VA][added: VA.]

The following is a summary of our floor space at December 31, [removed: 2024:][added: 2025:]

| Aeronautics Systems | | | | | | 3,050 | | | | | | 7,020 | | | | | | 3,414 | | | | | | 13,484 | | |

| Defense Systems | | | | | | 1,009 | | | | | | 4,418 | | | | | | 2,304 | | | | | | 7,731 | | |

| Mission Systems | | | | | | 8,243 | | | | | | 4,243 | | | | | | — | | | | | | 12,486 | | |

| Space Systems | | | | | | 10,321 | | | | | | 7,516 | | | | | | 559 | | | | | | 18,396 | | |

| Corporate | | | | | | 372 | | | | | | 226 | | | | | | — | | | | | | 598 | | |

| Total | | | | | | 22,995 | | | | | | 23,423 | | | | | | 6,277 | | | | | | 52,695 | | |

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| Aeronautics Systems | | | | | | 3,141 | | | | | | 6,305 | | | | | | 3,451 | | | | | | 12,897 | | |

| Defense Systems | | | | | | 921 | | | | | | 4,857 | | | | | | 2,285 | | | | | | 8,063 | | |

| Mission Systems | | | | | | 8,055 | | | | | | 4,110 | | | | | | — | | | | | | 12,165 | | |

| Space Systems | | | | | | 10,640 | | | | | | 7,150 | | | | | | 589 | | | | | | 18,379 | | |

| Corporate | | | | | | 372 | | | | | | 268 | | | | | | — | | | | | | 640 | | |

| Total | | | | | | 23,129 | | | | | | 22,690 | | | | | | 6,325 | | | | | | 52,144 | | |

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We have 800,000,000 shares authorized at a $1 par value per share, of which [removed: 144,952,026] [added: 141,997,194] shares and [removed: 150,109,271] [added: 144,952,026] shares were issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

We have 10,000,000 shares authorized at a $1 par value per share, of which no shares were issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

As of January [removed: 27, 2025,] [added: 22, 2026,] there were [removed: 17,776] [added: 16,994] common shareholders of record.

| Period | | | Number of Shares Purchased | | | | | | Average Price Paid per Share(1) | | | | | | [removed: Number of Shares Purchased as Part] [added: Number of Shares Purchased as Part] of [removed: Publicly Announced Plans or Programs] [added: Publicly Announced Plans or Programs(2)] | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs ($ in millions)(2) | | | | | |

[removed: (2)The value remaining on] [added: (2)On] December [removed: 31, 2024 includes] [added: 11, 2024, the company’s board of directors authorized a new share repurchase program of up to] an additional $3.0 billion [added: in] share [removed: repurchase authorization approved by] [added: repurchases of] the company’s [removed: board of directors on December 11, 2024.][added: common stock.]

[removed: ][added: ]

[removed: -] The S&P A&D Index is comprised of Axon Enterprise, Inc., The Boeing Company, General Dynamics Corporation, General Electric Company, Howmet Aerospace Inc., Huntington Ingalls Industries Inc., L3Harris Technologies, Inc., Lockheed Martin Corporation, Northrop Grumman Corporation, RTX Corporation, Textron Inc., and TransDigm Group Incorporated.

[removed: -] This graph is not deemed to be “filed” with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933 or the Exchange Act.

The table below summarizes our repurchases of common stock during the three months ended December 31, 2025.

| September 27, 2025 - October 24, 2025 | | | 111,974 | | | | | | $ | 609.37 | | | | | 111,974 | | | | | | $ | | | 2,923 | | |

| October 25, 2025 - November 21, 2025 | | | 405,703 | | | | | | 571.55 | | | | | | 405,703 | | | | | | | | | 2,691 | | |

| November 22, 2025 - December 31, 2025 | | | 277,220 | | | | | | 566.31 | | | | | | 277,220 | | | | | | | | | 2,534 | | |

| Total | | | 794,897 | | | | | | $ | 575.05 | | | | | 794,897 | | | | | | $ | | | 2,534 | | |

Repurchases under the program commenced in September 2025.

All repurchases of common stock during the three months ended December 31, 2025 were made pursuant to this program.

By its terms, the program will expire when the company has used all authorized funds for repurchases.

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The following graph compares the cumulative total return, assuming reinvestment of dividends, over a five-year period of $100 invested at the close of business on December 31, 2020, in Northrop Grumman Stock, the Standard & Poor’s (S&P) 500 Index and the S&P Aerospace & Defense (A&D) Index.

| September 28, 2024 - October 25, 2024 | | | 150,761 | | | | | | $ | 530.15 | | | | | 150,761 | | | | | | $ | | | 1,483 | | |

| October 26, 2024 - November 22, 2024 | | | 335,909 | | | | | | 506.90 | | | | | | 335,909 | | | | | | | | | 1,313 | | |

| November 23, 2024 - December 31, 2024 | | | 376,550 | | | | | | 478.58 | | | | | | 376,550 | | | | | | | | | 4,133 | | |

| Total | | | 863,220 | | | | | | $ | 498.61 | | | | | 863,220 | | | | | | $ | | | 4,133 | | |

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Among Northrop Grumman, the Standard & Poor’s (S&P) 500 Index and the S&P Aerospace & Defense (A&D) Index

- Assumes $100 invested at the close of business on December 31, 2019, in Northrop Grumman Corporation common stock, the S&P 500 Index and the S&P A&D Index.

- The cumulative total return assumes reinvestment of dividends.

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We have audited the accompanying consolidated statements of financial position of Northrop Grumman Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings and comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated January [removed: 29, 2025] [added: 26, 2026] expressed an unqualified opinion on the Company’s internal control over financial reporting.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit matter or on the accounts or disclosures to which it relates.

Use of the cost-to-cost-method requires the Company to make [removed: reasonably dependable] [added: reasonable] estimates regarding the revenue and costs associated with the design, manufacture and delivery of their products or services.

[added: We] analyzed the Company’s contract portfolio to identify contracts that we believe had elevated financial or performance risk.

- We tested the [added: design and] operating effectiveness of controls over the significant assumptions and judgments underlying the estimates of revenues and costs to completion associated with these long-term contracts.

–Evaluating management’s ability to achieve the estimates of remaining revenue and costs by performing inquiries with the Company’s program and business management regarding their basis of estimates including work plans, engineering specifications, program labor and suppliers, challenges or opportunities related to the program, actual performance to date compared to plan, and any recent correspondence between the Company and the customer on [removed: changes] [added: changes, or expected changes,] in scope or contractual terms.

| *$ in millions, except per share amounts* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Product | | | | | | $ | [removed: 32,726] [added: 33,741] | | | | | $ | [removed: 30,897] [added: 32,726] | | | | | $ | [removed: 28,522] [added: 30,897] | |

| Service | | | | | | [removed: 8,307] [added: 8,213] | | | | | | [removed: 8,393] [added: 8,307] | | | | | | [removed: 8,080] [added: 8,393] | | |

| Total sales | | | | | | [removed: 41,033] [added: 41,954] | | | | | | [removed: 39,290] [added: 41,033] | | | | | | [removed: 36,602] [added: 39,290] | | |

| Product | | | | | | [removed: 26,188] [added: 27,280] | | | | | | [removed: 26,226] [added: 26,188] | | | | | | [removed: 22,761] [added: 26,226] | | |

| Service | | | | | | [removed: 6,483] [added: 6,361] | | | | | | [removed: 6,513] [added: 6,483] | | | | | | [removed: 6,367] [added: 6,513] | | |

| General and administrative expenses | | | | | | [removed: 3,992] [added: 4,033] | | | | | | [removed: 4,014] [added: 3,992] | | | | | | [removed: 3,873] [added: 4,014] | | |

| Total operating costs and expenses | | | | | | [removed: 36,663] [added: 37,674] | | | | | | [removed: 36,753] [added: 36,663] | | | | | | [removed: 33,001] [added: 36,753] | | |

| Operating income | | | | | | [removed: 4,370] [added: 4,511] | | | | | | [removed: 2,537] [added: 4,370] | | | | | | [removed: 3,601] [added: 2,537] | | |

| Interest expense | | | | | | [removed: (621)] [added: (665)] | | | | | | [removed: (545)] [added: (621)] | | | | | | [removed: (506)] [added: (545)] | | |

| Non-operating FAS pension benefit | | | | | | [removed: 656] [added: 541] | | | | | | [removed: 530] [added: 656] | | | | | | [removed: 1,505] [added: 530] | | |

| Mark-to-market pension and OPB benefit (expense) | | | | | | [removed: 443] [added: 527] | | | | | | [removed: (422)] [added: 443] | | | | | | [removed: 1,232] [added: (422)] | | |

| Other, net | | | | | | [removed: 168] [added: 154] | | | | | | [removed: 246] [added: 168] | | | | | | [removed: 4] [added: 246] | | |

| Earnings before income taxes | | | | | | [removed: 5,016] [added: 5,068] | | | | | | [removed: 2,346] [added: 5,016] | | | | | | [removed: 5,836] [added: 2,346] | | |

| Federal and foreign income tax expense | | | | | | [removed: 842] [added: 886] | | | | | | [removed: 290] [added: 842] | | | | | | [removed: 940] [added: 290] | | |

| Net earnings | | | | | | $ | [removed: 4,174] [added: 4,182] | | | | | $ | [removed: 2,056] [added: 4,174] | | | | | $ | [removed: 4,896] [added: 2,056] | |

| Basic earnings per share | | | | | | $ | [removed: 28.39] [added: 29.14] | | | | | $ | [removed: 13.57] [added: 28.39] | | | | | $ | [removed: 31.61] [added: 13.57] | |

| Weighted-average common shares outstanding, in millions | | | | | | [removed: 147.0] [added: 143.5] | | | | | | [removed: 151.5] [added: 147.0] | | | | | | [removed: 154.9] [added: 151.5] | | |

| Diluted earnings per share | | | | | | $ | [removed: 28.34] [added: 29.08] | | | | | $ | [removed: 13.53] [added: 28.34] | | | | | $ | [removed: 31.47] [added: 13.53] | |

| Weighted-average diluted shares outstanding, in millions | | | | | | [removed: 147.3] [added: 143.8] | | | | | | [removed: 152.0] [added: 147.3] | | | | | | [removed: 155.6] [added: 152.0] | | |

| Net earnings (from above) | | | | | | $ | [removed: 4,174] [added: 4,182] | | | | | $ | [removed: 2,056] [added: 4,174] | | | | | $ | [removed: 4,896] [added: 2,056] | |

| Other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax | | | | | | | | | | | | | | | | | | | | |

| Change in cumulative translation adjustment | | | | | | [removed: (2)] [added: 9] | | | | | | [removed: 23] [added: (2)] | | | | | | [removed: (16)] [added: 23] | | |

| Change in other, net | | | | | | [removed: (22)] [added: 17] | | | | | | [removed: 2] [added: (22)] | | | | | | [removed: 6] [added: 2] | | |

| Other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax | | | | | | [removed: (24)] [added: 26] | | | | | | [removed: 25] [added: (24)] | | | | | | [removed: (10)] [added: 25] | | |

| Comprehensive income | | | | | | $ | [removed: 4,150] [added: 4,208] | | | | | $ | [removed: 2,081] [added: 4,150] | | | | | $ | [removed: 4,886] [added: 2,081] | |

| *$ in millions, except par value* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 4,353] [added: 4,403] | | | | | $ | [removed: 3,109] [added: 4,353] | |

| Accounts receivable, net | | | | | | [removed: 1,272] [added: 1,375] | | | | | | [removed: 1,454] [added: 1,272] | | |

| Unbilled receivables, net | | | | | | [removed: 5,908] [added: 6,544] | | | | | | [removed: 5,693] [added: 5,908] | | |

| Inventoried costs, net | | | | | | [removed: 1,455] [added: 1,309] | | | | | | [removed: 1,109] [added: 1,455] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 1,286] [added: 1,656] | | | | | | [removed: 2,341] [added: 1,286] | | |

If it is determined

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that a loss is expected to result on an individual performance obligation, the entire amount of the estimable future loss, including an allocation of G&A costs, is charged against income in the period the loss is identified.

| | | | January 26, 2026 | | |

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| Gain on sale of business | | | | | | 231 | | | | | | — | | | | | | — | | |

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| B-21 loss provisions | | | | | | 477 | | | | | | — | | | | | | 1,559 | | |

| Gain on sale of business | | | | | | (231) | | | | | | — | | | | | | — | | |

| Trade accounts payable | | | | | | 646 | | | | | | 485 | | | | | | (469) | | |

| Advance payments and billings in excess of costs incurred | | | | | | 19 | | | | | | (123) | | | | | | 587 | | |

| Other liabilities | | | | | | (212) | | | | | | (875) | | | | | | 401 | | |

| Other operating activities | | | | | | 56 | | | | | | 61 | | | | | | (8) | | |

| Divestiture of training services business | | | | | | 333 | | | | | | — | | | | | | — | | |

| Other investing activities | | | | | | (38) | | | | | | 18 | | | | | | (4) | | |

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| *$ in millions, except per share amounts* | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Other comprehensive income (loss), net of tax | | | | | | 26 | | | | | | (24) | | | | | | 25 | | |

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During the fourth quarter of 2025, we modified our presentation of the changes in liabilities in the operating cash flow section of the consolidated statement of cash flows by disaggregating Accounts payable and other liabilities into three separate line items: Accounts payable, Advance payments and billings in excess of costs incurred, and Other liabilities.

Prior period amounts have been conformed to current period presentation.

The modified presentation does not impact previously reported cash provided by operating activities.

On May 24, 2025 (the “Divestiture date”), the company completed its previously announced sale of substantially all of the Immersive Mission Solutions (IMS) operating unit of Defense Systems (the “training services” business or “divestiture”) for $333 million in cash and recorded a pre-tax gain on sale of $231 million.

Operating results include sales and operating income for the training services business prior to the Divestiture date.

In some contracts, the company provides multiple distinct goods or services

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During the first quarter of 2025, we recognized an additional $477 million loss across the five LRIP options.

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2025 – The company recorded unfavorable EAC adjustments of $226 million and $122 million on the first and second LRIP lots of the B-21 program at Aeronautics Systems.

As previously disclosed, the $122 million adjustment was largely offset by a reduction in our loss contingency accrual on the remaining LRIP lots due to a contract restructure that occurred during the third quarter of 2025.

The company also recorded a $76 million favorable EAC adjustment on the engineering and manufacturing development (EMD) phase of the Sentinel program at Defense System and a $68 million favorable EAC adjustment in the restricted advanced microelectronics portfolio at Mission Systems.

Company backlog as of December 31, 2025 was $95.7 billion and reflects a $150 million reduction to backlog in connection with the training services divestiture during the second quarter of 2025.

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Substantially all of the company’s long-lived assets are located in the U.S.

Goodwill is presented on a separate line in the consolidated statements of financial position; other purchased intangible assets are included in Other non-current assets.

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We

| | | | January 29, 2025 | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| B-21 charge | | | | | | — | | | | | | 1,559 | | | | | | — | | |

| Accounts payable and other liabilities | | | | | | (513) | | | | | | 519 | | | | | | 572 | | |

| Proceeds from sale of equipment to a customer | | | | | | — | | | | | | — | | | | | | 155 | | |

| Shares issued for employee stock awards and options | | | | | | — | | | | | | — | | | | | | 1 | | |

Effective July 1, 2024, the company realigned the Strategic Deterrent Systems (SDS) division, which includes the Ground-Based Strategic Deterrent (“Sentinel”) program, from Space Systems to Defense Systems.

This realignment is not reflected in the financial information contained in this report; it will be reflected in the company’s operating results beginning in the first quarter of 2025.

During 2022, we recorded $133 million of favorable EAC adjustments on the EMD phase of the

B-21 program at Aeronautics Systems.

Company backlog as of December 31, 2024 was $91.5 billion.

During 2024, the company reduced unfunded backlog by $1.6 billion and $0.7 billion related to terminations for convenience in our restricted space business and on the NGI program at Space Systems, respectively.

component of other comprehensive income until the hedged transaction is recognized in earnings.

During the fourth quarter of 2020, the company completed a sale of equipment to a customer on a restricted Aeronautics Systems program for $444 million.

The company previously intended to use the equipment for internal purposes so we recognized the acquisition costs as capital expenditures and included the equipment in PP&E.

As we regularly sell this type of equipment to customers in the ordinary course of business, we recorded the sale as a revenue transaction and included the net book value of the equipment in Operating costs and expenses.

Although we generally classify proceeds from revenue transactions as cash inflows from operating activities, we recognized the proceeds from this transaction as cash inflows from investing activities, consistent with our prior recognition of the cost to acquire the equipment as capital expenditures.

The company received the final cash payment of $155 million related to the equipment sale during 2022 and included it in Proceeds from sale of equipment to a customer in the consolidated statements of cash flows.

During the year ended December 31, 2022, the company acquired $46 million of internal use software through long-term financing directly with the supplier.

The software was recorded in PP&E as a non-cash investing activity and the related liability was recorded in long-term debt as a non-cash financing activity.

On December 28, 2022 the company acquired certain leased land in exchange for company-owned land, which had been used previously for production-related activities at Space Systems.

The exchange was accounted for as a nonmonetary transaction, and the acquired land, valued at approximately $155 million, was recorded in PP&E as a non-cash investing activity.

The transaction resulted in a $96 million gain, which was reflected in operating costs and expenses in the consolidated statements of earnings and comprehensive income.

As a result, annual retiree benefit plan expense amounts for

On November 27, 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07 *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.* Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker.

We adopted the standard effective January 1, 2024 and applied the disclosure requirements retrospectively to all prior periods presented in the financial statements.

We are evaluating the disclosure impact of ASU 2023-09; however, we do not

Repurchases under the 2024 Repurchase Program will commence upon completion of the 2023 Repurchase Program and will expire when we have used all authorized funds for repurchases.

As of December 31, 2024, there have been no repurchases under the 2024 Repurchase Program and the company’s total outstanding share repurchase authorization was $4.1 billion.

Inventoried costs, net increased $346 million, or 31 percent, largely due to an increase in costs incurred for specific anticipated contracts to reduce customer delivery lead times.

The company recorded write-downs of commercial business inventory at Space Systems for which its cost exceeded net realizable value of $43 million during the year ended December 31, 2023.

In addition, the company recognized a $45 million reduction of inventoried costs related to the B-21 program at Aeronautics Systems during the year ended December 31, 2023.

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The 2023 ETR decreased to 12.4 percent from 16.1 percent in 2022 primarily due to lower earnings before income taxes as a result of the B-21 charge and MTM expense, which collectively reduced the 2023 ETR by 3.8 percentage points.

While it is uncertain whether the United States will enact legislation to adopt Pillar Two, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar Two.

| Settlements with taxing authorities | | | | | | (766) | | | | | | (189) | | | | | | (110) | | |

The 2024 decrease in unrecognized tax benefits was primarily related to the settlement of certain matters related to the company’s methods of accounting associated with the timing of revenue recognition under IRC Section 451(b) as discussed above, partially offset by additional reserves on current year tax positions related to 451(b) (prior to settlement) and research credits.

Our principal executive officer (Chair, Chief Executive Officer and President) and principal financial officer (Corporate Vice President and Chief Financial Officer) have evaluated the company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 (the Exchange Act)) as of December 31, [removed: 2024,] [added: 2025,] and have concluded that these controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

During the three months ended December 31, [removed: 2024,] [added: 2025,] no [removed: change] [added: changes] occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Northrop Grumman Corporation (the company) prepared and is responsible for the consolidated financial statements and all related financial information contained in this Annual Report.

This responsibility includes establishing and maintaining effective internal control over financial reporting.

The company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

To comply with the requirements of Section 404 of the Sarbanes–Oxley Act of 2002, the company designed and implemented a structured and comprehensive assessment process to evaluate its internal control over financial reporting across the enterprise.

The assessment of the effectiveness of the company’s internal control over financial reporting is based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements.

Management regularly monitors its internal control over financial reporting, and actions are taken to correct deficiencies as they are identified.

Based on its assessment, management has concluded that the company’s internal control over financial reporting was effective as of December 31, 2025.

Deloitte & Touche LLP issued an attestation report dated January 26, 2026, concerning the company’s internal control over financial reporting, which is contained in this Annual Report.

The company’s consolidated financial statements as of and for the year ended December 31, 2025, have been audited by the independent registered public accounting firm of Deloitte & Touche LLP in accordance with the standards of the Public Company Accounting Oversight Board (United States).

/s/ Kathy J.

Warden

Chair, Chief Executive Officer and President

/s/ John T.

Greene

Corporate Vice President and Chief Financial Officer

January 26, 2026

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NORTHROP GRUMMAN CORPORATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Northrop Grumman Corporation

Falls Church, Virginia

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Northrop Grumman Corporation and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025 of the Company and our report dated January 26, 2026 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

[removed: Corporate] [added: | (Corporate] Vice President and [removed: Chief Financial Officer][added: President, Mission Systems) | | | | | | | | | | | | | | |]

[removed: During the quarter ended December 31, 2024 none] [added: Consistent with Item 408] of [removed: our directors] [added: Regulation S-K, the following table reflects Rule 10b5-1 trading arrangements and non-Rule 10b5-1 trading arrangements (as defined in Item 408) entered into by any director] or [removed: officers] [added: officer] (as defined in Rule 16a-1(f) of the Exchange Act) [removed: adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Item 408 of Regulation S-K.][added: during the quarter ended December 31, 2025.]

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name (Title) | | | Type of Trading Arrangement | | | Date of Adoption | | | Expiration Date of Trading Arrangement | | | Aggregate Number of Securities to Be Purchased or Sold | | |

| Roshan S. Roeder | | | Rule 10b5-1 Trading Arrangement | | | October 30, 2025 | | | December 31, 2026 or such earlier date upon the completion of all trades under the plan or the occurrence of such other termination events as specified in the plan. | | | Sale of 318 shares Sale of shares to be received upon payout of 2023 RSRs and RPSRs | | |

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Northrop Grumman Corporation (the company) prepared and is responsible for the consolidated financial statements and all related financial information contained in this Annual Report.

This responsibility includes establishing and maintaining effective internal control over financial reporting.

The company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

To comply with the requirements of Section 404 of the Sarbanes–Oxley Act of 2002, the company designed and implemented a structured and comprehensive assessment process to evaluate its internal control over financial reporting across the enterprise.

The assessment of the effectiveness of the company’s internal control over financial reporting is based on criteria established in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements.

Management regularly monitors its internal control over financial reporting, and actions are taken to correct deficiencies as they are identified.

Based on its assessment, management has concluded that the company’s internal control over financial reporting was effective as of December 31, 2024.

Deloitte & Touche LLP issued an attestation report dated January 29, 2025, concerning the company’s internal control over financial reporting, which is contained in this Annual Report.

The company’s consolidated financial statements as of and for the year ended December 31, 2024, have been audited by the independent registered public accounting firm of Deloitte & Touche LLP in accordance with the standards of the Public Company Accounting Oversight Board (United States).

/s/ Kathy J.

Warden

Chair, Chief Executive Officer and President

/s/ Kenneth B.

Crews

January 29, 2025

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Northrop Grumman Corporation

Falls Church, Virginia

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Northrop Grumman Corporation and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024 of the Company and our report dated January 29, 2025 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

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Information about our Directors will be incorporated herein by reference to the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders, to be filed with the SEC within 120 days after the end of the company’s fiscal year.

Our executive officers as of January [removed: 29, 2025,] [added: 26, 2026,] are listed below, along with their ages on that date, positions and offices held with the company, and principal occupations and employment, focused primarily on the past five years.

| Kathy J. Warden | | | | | | [removed: 53] [added: 54] | | | | | | Chair, Chief Executive Officer and President | | | | | | 2019 | | | | | | | | |

| Benjamin R. Davies | | | | | | [removed: 47] [added: 48] | | | | | | Corporate Vice President and President, Defense Systems Sector | | | | | | 2024 | | | | | | Vice President and General Manager, Strategic Deterrent Systems Division, Space Systems Sector (2023-2024); Vice President and General Manager, Networked Information Solutions Division, Mission Systems Sector (2021-2023); Vice President and General Manager, B-2 Program, Aeronautics Systems Sector (2019-2021) | | |

| Robert J. Fleming | | | | | | [removed: 52] [added: 53] | | | | | | Corporate Vice President and President, Space Systems Sector | | | | | | 2023 | | | | | | Vice President and General Manager, Strategic Space Systems Division, Space Systems Sector (2021-2023); Vice President, Business Development and Strategy, Space Systems Sector [removed: (2020-2021); Vice President, Space Programs, Strategic Force Programs, Mission Systems Sector (2019-2020)] [added: (2020-2021)] | | |

| Michael A. Hardesty | | | | | | [removed: 53] [added: 54] | | | | | | Corporate Vice President, Controller, and Chief Accounting Officer | | | | | | 2013 | | | | | | | | |

| Thomas H. Jones | | | | | | [removed: 58] [added: 59] | | | | | | Corporate Vice President and President, Aeronautics Systems Sector | | | | | | 2021 | | | | | | [removed: Vice President and General Manager, Airborne C4ISR Division, Mission Systems Sector (2017-2020)] | | |

| Roshan S. Roeder | | | | | | [removed: 45] [added: 46] | | | | | | Corporate Vice President and President, Mission Systems Sector | | | | | | 2024 | | | | | | Corporate Vice President and President, Defense Systems Sector (2022-2024); Vice President and General Manager, Airborne Multifunction Sensors, Mission Systems Sector [removed: (2020-2022); Vice President Program Management, Communications Business Unit, Mission Systems Sector (2018-2020)] [added: (2020-2022)] | | |

| Kathryn G. Simpson | | | | | | [removed: 61] [added: 62] | | | | | | Corporate Vice President and General Counsel | | | | | | 2023 | | | | | | Vice President, Associate General Counsel, Mission Systems Sector (2021-2023); Vice President, Deputy General Counsel (2012-2021) | | |

The information as to the Audit and Risk Committee and the Audit and Risk Committee Financial Expert will be incorporated herein by reference to the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The Standards of Business Conduct can be found on our website at www.northropgrumman.com under “Who We Are – Investors – Corporate Governance – Overview – Standards of Business Conduct.” A copy of the Standards of Business Conduct is available to any stockholder who requests it by writing to: Northrop Grumman Corporation, c/o Office of the Secretary, 2980 Fairview Park Drive, [removed: Falls Church, VA 22042.]

Other disclosures required by this Item, including with respect to insider trading arrangements and policies, will be incorporated herein by reference to the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

| John T. Greene | | | | | | 60 | | | | | | Corporate Vice President and Chief Financial Officer | | | | | | 2026 | | | | | | Executive Vice President and Chief Financial Officer, Discover Financial Services (2019-2025) | | |

AUDIT AND RISK COMMITTEE

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Falls Church, VA 22042.

| Kenneth B. Crews | | | | | | 43 | | | | | | Corporate Vice President and Chief Financial Officer | | | | | | 2024 | | | | | | Vice President and Chief Financial Officer, Space Systems Sector (2023-2024); Vice President and Chief Financial Officer, Mission Systems Sector (2021-2023); Vice President and Chief Financial Officer, Land and Avionics C4ISR Division, Mission Systems Sector (2017-2020) | | |

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AUDIT COMMITTEE FINANCIAL EXPERT

Information concerning Executive Compensation required by this Item 11, including information concerning Compensation Committee Interlocks and Insider Participation and the Compensation Committee Report, will be incorporated herein by reference to the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information as to Securities Authorized for Issuance Under Equity Compensation Plans and Security Ownership of Certain Beneficial Owners and Management will be incorporated herein by reference to the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information as to Certain Relationships and Related Transactions and Director Independence will be incorporated herein by reference to the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information as to Principal Accountant Fees and Services will be incorporated herein by reference to the Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

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[Consolidated Statements of Earnings and Comprehensive [removed: Income](#ib8f18c436c20472f9eff8a78cb53edd9_97)][added: Income](#ib10441a31eb34c2d93ec4d6414de7bb3_94)]

[Consolidated Statements of Financial [removed: Position](#ib8f18c436c20472f9eff8a78cb53edd9_100)][added: Position](#ib10441a31eb34c2d93ec4d6414de7bb3_97)]

[Consolidated Statements of Cash [removed: Flows](#ib8f18c436c20472f9eff8a78cb53edd9_103)][added: Flows](#ib10441a31eb34c2d93ec4d6414de7bb3_100)]

[Consolidated Statements of Changes in Shareholders’ [removed: Equity](#ib8f18c436c20472f9eff8a78cb53edd9_106)][added: Equity](#ib10441a31eb34c2d93ec4d6414de7bb3_103)]

[Notes to Consolidated Financial [removed: Statements](#ib8f18c436c20472f9eff8a78cb53edd9_109)][added: Statements](#ib10441a31eb34c2d93ec4d6414de7bb3_106)]

| | | | 2(a) | | | [Agreement and Plan of Merger dated as of September 17, 2017, among Northrop Grumman Corporation, Neptune Merger, Inc. and Orbital ATK, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed September 18, [removed: 2017, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095015717001300/ex2-1.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/1133421/000095015717001300/ex2-1.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095015717001300/ex2-1.htm)] | | |

| | | | 2(b) | | | [Transaction Agreement dated as of April 28, 2014, among Alliant Techsystems Inc., Vista Spinco Inc., Vista Merger Sub Inc. and Orbital Sciences Corporation (incorporated by reference to Exhibit 2.1 to Alliant Techsystems Inc. (now known as Northrop Grumman Innovation Systems, Inc.) Form 8-K filed May 2, [removed: 2014, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/866121/000095015714000426/ex2-1.htm)] [added: 2014](http://www.sec.gov/Archives/edgar/data/866121/000095015714000426/ex2-1.htm)[)](http://www.sec.gov/Archives/edgar/data/866121/000095015714000426/ex2-1.htm)] | | |

| | | | 3(a) | | | [Restated Certificate of Incorporation of Northrop Grumman Corporation, dated May 15, 2024 (incorporated by reference to Exhibit 3.1 to Form 8-K filed May 16, [removed: 2024, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342124000039/exhibit31-restatedcertific.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1133421/000113342124000039/exhibit31-restatedcertific.htm)[)](https://www.sec.gov/Archives/edgar/data/1133421/000113342124000039/exhibit31-restatedcertific.htm)] | | |

| | | | 3(b) | | | [Amended and Restated Bylaws of Northrop Grumman Corporation dated May 17, 2023 (incorporated by reference to Exhibit 3.2 to Form 8-K filed May 19, [removed: 2023, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)[)](https://www.sec.gov/Archives/edgar/data/1133421/000113342123000031/noc-form8xk051723xex32.htm)] | | |

| | | | 4(a) | | | [Indenture dated as of October 15, 1994, between Northrop Grumman Corporation (now Northrop Grumman Systems Corporation) and The Chase Manhattan Bank (National Association), Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 25, [removed: 1994, File No. 001-3229)](http://www.sec.gov/Archives/edgar/data/72945/0000912057-94-003514.txt)] [added: 1994](http://www.sec.gov/Archives/edgar/data/72945/0000912057-94-003514.txt)[)](http://www.sec.gov/Archives/edgar/data/72945/0000912057-94-003514.txt)] | | |

| | | | 4(b) | | | [First Supplemental Indenture dated as of March 30, 2011 by and among Northrop Grumman Systems Corporation, The Bank of New York Mellon (successor trustee to JPMorgan Chase Bank and The Chase Manhattan Bank, N.A.), Titan II, Inc. (formerly known as Northrop Grumman Corporation), and Titan Holdings II, L.P., to Indenture dated as of October 15, 1994, between Northrop Grumman Corporation (now Northrop Grumman Systems Corporation) and The Chase Manhattan Bank, N.A., Trustee (incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, [removed: 2011, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w1.htm)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w1.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w1.htm)] | | |

| | | | 4(c) | | | [Second Supplemental Indenture dated as of March 30, 2011 by and among Northrop Grumman Systems Corporation, The Bank of New York Mellon (successor trustee to JPMorgan Chase Bank and The Chase Manhattan Bank, N.A.), Titan Holdings II, L.P., and Northrop Grumman Corporation (formerly known as New P, Inc.), to Indenture dated as of October 15, 1994, between Northrop Grumman Corporation (now Northrop Grumman Systems Corporation) and The Chase Manhattan Bank, N.A., Trustee (incorporated by reference to Exhibit 4.2 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, [removed: 2011, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w2.htm)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w2.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w2.htm)] | | |

| | | | 4(f) | | | [Form of Officers’ Certificate establishing the terms of Northrop Grumman Corporation’s (now Northrop Grumman Systems Corporation’s) 7.75% Debentures due 2031 (incorporated by reference to Exhibit 10.9 to Form 8-K filed April 17, [removed: 2001, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000089843001500160/dex109.txt)] [added: 2001](http://www.sec.gov/Archives/edgar/data/1133421/000089843001500160/dex109.txt)[)](http://www.sec.gov/Archives/edgar/data/1133421/000089843001500160/dex109.txt)] | | |

| | | | 4(g) | | | [Senior Indenture dated as of December 15, 1991, between Litton Industries, Inc. (predecessor-in-interest to Northrop Grumman Systems Corporation) and The Bank of New York, as trustee, under which its 7.75% and 6.98% debentures due 2026 and 2036 were issued, and specimens of such debentures (incorporated by reference to Exhibit 4.1 to the Form 10-Q of Litton Industries, Inc. for the quarter ended April 30, 1996, filed June 11, [removed: 1996, File No. 001-3998)](http://www.sec.gov/Archives/edgar/data/59880/0000950148-96-001149.txt)] [added: 1996](http://www.sec.gov/Archives/edgar/data/59880/0000950148-96-001149.txt)[)](http://www.sec.gov/Archives/edgar/data/59880/0000950148-96-001149.txt)] | | |

| | | | 4(h) | | | [Supplemental Indenture with respect to Senior Indenture dated December 15, 1991, dated as of April 3, 2001, among Litton Industries, Inc. (predecessor-in-interest to Northrop Grumman Systems Corporation), Northrop Grumman Corporation, Northrop Grumman Systems Corporation and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.7 to Form 10-Q for the quarter ended March 31, 2001, filed May 10, [removed: 2001, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000102140801500799/dex47.txt)] [added: 2001](http://www.sec.gov/Archives/edgar/data/1133421/000102140801500799/dex47.txt)[)](http://www.sec.gov/Archives/edgar/data/1133421/000102140801500799/dex47.txt)] | | |

| | | | 4(i) | | | [Supplemental Indenture with respect to Senior Indenture dated December 15, 1991, dated as of December 20, 2002, among Litton Industries, Inc. (predecessor-in-interest to Northrop Grumman Systems Corporation), Northrop Grumman Corporation, Northrop Grumman Systems Corporation and The Bank of New York, as trustee (incorporated by reference to Exhibit 4(t) to Form 10-K for the year ended December 31, 2002, filed March 24, [removed: 2003, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000089843003002012/dex4t.htm)] [added: 2003](http://www.sec.gov/Archives/edgar/data/1133421/000089843003002012/dex4t.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000089843003002012/dex4t.htm)] | | |

| | | | 4(j) | | | [Third Supplemental Indenture dated as of March 30, 2011 by and among Northrop Grumman Systems Corporation (successor-in-interest to Litton Industries, Inc.), The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, Titan II, Inc. (formerly known as Northrop Grumman Corporation), and Titan Holdings II, L.P., to Senior Indenture dated December 15, 1991, between Litton Industries, Inc. and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.5 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, [removed: 2011, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w5.htm)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w5.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w5.htm)] | | |

| | | | 4(k) | | | [Fourth Supplemental Indenture dated as of March 30, 2011 by and among Northrop Grumman Systems Corporation (successor-in-interest to Litton Industries, Inc.), The Bank of New York Mellon (formerly known as The Bank of New York) as trustee, Titan Holdings II, L.P., and Northrop Grumman Corporation (formerly known as New P, Inc.), to Senior Indenture dated December 15, 1991, between Litton Industries, Inc. and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, [removed: 2011, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w6.htm)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w6.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w6.htm)] | | |

| | | | 4(l) | | | Indenture between TRW Inc. (predecessor-in-interest to Northrop Grumman Systems Corporation) and Mellon Bank, N.A., as trustee, dated as of May 1, 1986 (incorporated by reference to Exhibit 2 to the Form 8-A Registration Statement of TRW Inc. dated July 3, [removed: 1986, File No. 001-02384)] [added: 1986)] | | |

| | | | 4(o) | | | [Ninth Supplemental Indenture dated as of December 31, 2009 among Northrop Grumman Space & Mission Systems Corp. (predecessor–in-interest to Northrop Grumman Systems Corporation); The Bank of New York Mellon, as successor trustee; Northrop Grumman Corporation; and Northrop Grumman Systems Corporation (incorporated by reference to Exhibit 4(p) to Form 10-K for the year ended December 31, 2009, filed February 9, [removed: 2010, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012310010126/v54508exv4wp.htm)] [added: 2010](http://www.sec.gov/Archives/edgar/data/1133421/000095012310010126/v54508exv4wp.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012310010126/v54508exv4wp.htm)] | | |

| | | | 4(p) | | | [Tenth Supplemental Indenture dated as of March 30, 2011, by and among Northrop Grumman Systems Corporation (successor-in-interest to Northrop Grumman Space & Mission Systems Corp. and TRW, Inc.), The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank and to Mellon Bank, N.A., Titan II Inc. (formerly known as Northrop Grumman Corporation), and Titan Holdings II, L.P., to Indenture between TRW Inc. and Mellon Bank, N.A., as trustee, dated as of May 1, 1986 (incorporated by reference to Exhibit 4.7 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, [removed: 2011, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w7.htm)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w7.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w7.htm)] | | |

| | | | 4(q) | | | [Eleventh Supplemental Indenture dated as of March 30, 2011, by and among Northrop Grumman Systems Corporation (successor-in-interest to Northrop Grumman Space & Mission Systems Corp. and TRW Inc.), The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank and to Mellon Bank, N.A., Titan Holdings II, L.P., and Northrop Grumman Corporation (formerly known as New P, Inc.) to Indenture between TRW Inc. and Mellon Bank, N.A., as trustee, dated as of May 1, 1986 (incorporated by reference to Exhibit 4.8 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, [removed: 2011, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w8.htm)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w8.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w8.htm)] | | |

| | | | 4(r) | | | [Twelfth Supplemental Indenture, dated as of August 25, 2021, to the Indenture dated as of May 1, 1986, by and among Northrop Grumman Systems Corporation, Northrop Grumman Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed August 27, [removed: 2021, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000095015721000904/ex4-1.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1133421/000095015721000904/ex4-1.htm)[)](https://www.sec.gov/Archives/edgar/data/1133421/000095015721000904/ex4-1.htm)] | | |

| | | | 4(s) | | | [Thirteenth Supplemental Indenture, dated as of August 25, 2021, to the Indenture dated as of May 1, 1986, by and among Northrop Grumman Systems Corporation, Northrop Grumman Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed August 27, [removed: 2021, File No. 001-16411)](https://www.sec.gov/Archives/edgar/data/1133421/000095015721000904/ex4-2.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1133421/000095015721000904/ex4-2.htm)[)](https://www.sec.gov/Archives/edgar/data/1133421/000095015721000904/ex4-2.htm)] | | |

| | | | 4(t) | | | [Indenture dated as of November 21, 2001, between Northrop Grumman Corporation and JPMorgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed November 21, [removed: 2001, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000089843001503659/dex41.txt)] [added: 2001](http://www.sec.gov/Archives/edgar/data/1133421/000089843001503659/dex41.txt)[)](http://www.sec.gov/Archives/edgar/data/1133421/000089843001503659/dex41.txt)] | | |

| | | | [removed: 4(u)] [added: 4(v)] | | | [Second Supplemental Indenture dated as of November 8, 2010, between Northrop Grumman Corporation and The Bank of New York Mellon, as successor trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4(a) to Form 8-K filed November 8, [removed: 2010, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012310102289/v57777exv4wa.htm)] [added: 2010](http://www.sec.gov/Archives/edgar/data/1133421/000095012310102289/v57777exv4wa.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012310102289/v57777exv4wa.htm)] | | |

| | | | [removed: 4(v)] [added: 4(w)] | | | [Form of Northrop Grumman Corporation’s 5.050% Senior Note due 2040 (incorporated by reference to Exhibit C to Exhibit 4(a) to Form 8-K filed November 8, [removed: 2010, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012310102289/v57777exv4wa.htm)] [added: 2010](http://www.sec.gov/Archives/edgar/data/1133421/000095012310102289/v57777exv4wa.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012310102289/v57777exv4wa.htm)] | | |

| | | | [removed: 4(w)] [added: 4(x)] | | | [Third Supplemental Indenture dated as of March 30, 2011, by and among Titan II, Inc. (formerly known as Northrop Grumman Corporation), The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, and Titan Holdings II, L.P., to Indenture dated as of November 21, 2001 between Northrop Grumman Corporation and JPMorgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.9 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, [removed: 2011, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w9.htm)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w9.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w9.htm)] | | |

| | | | [removed: 4(x)] [added: 4(y)] | | | [Fourth Supplemental Indenture dated as of March 30, 2011, by and among Titan Holdings II, L.P., The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, and Northrop Grumman Corporation (formerly known as New P, Inc.), to Indenture dated as of November 21, 2001 between Northrop Grumman Corporation and JPMorgan Chase Bank, as trustee (incorporated by reference to Exhibit 4.10 to Form 10-Q for the quarter ended March 31, 2011, filed April 27, [removed: 2011, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w10.htm)] [added: 2011](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w10.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000095012311039852/v58707exv4w10.htm)] | | |

| | | | [removed: 4(y)] [added: 4(z)] | | | [Fifth Supplemental Indenture, dated as of May 31, 2013, between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4(a) to Form 8-K filed May 31, [removed: 2013, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312513243040/d545882dex4a.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/1133421/000119312513243040/d545882dex4a.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000119312513243040/d545882dex4a.htm)] | | |

| | | | [removed: 4(z)] [added: 4(aa)] | | | [Form of 4.750% Senior Note due 2043 (incorporated by reference to Exhibit C to Exhibit 4(a) to Form 8-K filed May 31, [removed: 2013, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312513243040/d545882dex4a.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/1133421/000119312513243040/d545882dex4a.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000119312513243040/d545882dex4a.htm)] | | |

| | | | [removed: 4(aa)] [added: 4(bb)] | | | [Sixth Supplemental Indenture, dated as of February 6, 2015, between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-K filed February 6, [removed: 2015, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312515037499/d865409dex41.htm)] [added: 2015](http://www.sec.gov/Archives/edgar/data/1133421/000119312515037499/d865409dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000119312515037499/d865409dex41.htm)] | | |

| | | | [removed: 4(bb)] [added: 4(cc)] | | | [Form of 3.850% Senior Note due 2045 (incorporated by reference to Exhibit A to Exhibit 4.1 to Form 8-K filed February 6, [removed: 2015, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312515037499/d865409dex41.htm)] [added: 2015](http://www.sec.gov/Archives/edgar/data/1133421/000119312515037499/d865409dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000119312515037499/d865409dex41.htm)] | | |

| | | | [removed: 4(cc)] [added: 4(dd)] | | | [Seventh Supplemental Indenture, dated as of December 1, 2016, between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 (incorporated by reference to Exhibit 4.1 to Form 8-K filed December 1, [removed: 2016, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312516782630/d301589dex41.htm)] [added: 2016](http://www.sec.gov/Archives/edgar/data/1133421/000119312516782630/d301589dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000119312516782630/d301589dex41.htm)] | | |

| | | | [removed: 4(dd)] [added: 4(ee)] | | | [Form of 3.200% Senior Note due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 to Form 8-K filed December 1, [removed: 2016, File No. 001-16411)](http://www.sec.gov/Archives/edgar/data/1133421/000119312516782630/d301589dex41.htm)] [added: 2016](http://www.sec.gov/Archives/edgar/data/1133421/000119312516782630/d301589dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/1133421/000119312516782630/d301589dex41.htm)] | | |